Honeygain SDK | ToS for Partners

HONEYGAIN SDK PARTNERSHIP TERMS OF SERVICE

Valid from: February 19, 2025

These Honeygain SDK Partnership Terms of Service agreement (the „Agreement“) constitute a legal agreement between Honeygain, UAB, registration code 306103177, registration address Antakalnio g. 17, Vilnius (“Honeygain”, “our”, “we” or “us”) and the person / entity agreeing to these terms (“Application owner”, “you”, “your”) as established below in the Agreement.

Honeygain and the Application owner may hereinafter be jointly referred to as “Parties”, and each separately as a “Party”).

This Agreement governs the provision of SDK Services to you by Honeygain, which allows for additional monetization of your applications.

Subject Matter of the Agreement

1.1. Honeygain agrees to provide to the Application owner with Honeygain SDK (“SDK”) allowing the Application owner to additionally monetize its application (the “Services”) and the Application owner agrees to integrate SDK into his application for the remuneration set out in this Agreement.

1.2. By integrating the SDK into your application, you give us permission to create and use exit nodes using your application’s end-users’ devices and to use such exit nodes, including end-users’ internet protocol (IP) addresses for commercial purposes.

2. Fees and Terms of Payment

2.1. Honeygain shall pay a fee to the Application owner for monthly average Daily Active Users (“DAU”) each calendar month (“Fee”). DAU is defined as a unique user of your applications that has enabled Honeygain SDK, has been registered in Honeygain’s infrastructure and listed as being online at least once a day and for 3 (three) uninterrupted minutes in a single session. For the sake of clarity, if a user has enabled Honeygain SDK on more than one of your applications, it shall be treated as a single DAU for the purposes of this Agreement. The Fees payable per 1 DAU shall be displayed within the pricing section of Honeygain’s dashboard.

2.2. If applicable, Honeygain shall also pay the Application owner a bonus fee, as agreed separately in writing between Honeygain and the Application owner.

2.3. The Application Owner shall have access to review the report detailing data related to last month’s monthly DAU (if applicable). At the beginning of each calendar month, Honeygain shall calculate the Fees payable for the Completed periods and the Application owner may issue an invoice to Honeygain in accordance with the data provided in this report. The Application owner shall only issue invoices for the Completed periods. A Completed period is defined as the previous calendar month plus five (5) calendar days, as well as any preceding unpaid months.

2.4. Honeygain shall not be obliged to pay any Fees for any DAU that produce or otherwise result in bad quality or non-usable exit nodes or IP addresses, as determined by Honeygain in its sole discretion. Bad quality or non-usable exit nodes or IP addresses may include (but are not limited to) exit nodes or IP addresses that:

2.4.1. have a slow connection/download/upload times;

2.4.2. produce unstable connection;

2.4.3. have low quality score IP address;

2.4.4. are blocked IP addresses;

2.4.5. are spamhaus-listed or otherwise marked as spam-related IP addresses;

2.4.6. Produce Data Center IP address type.

2.5. In order to receive any fees due under this Agreement, the Application Owner is required to provide accurate and complete banking information. This includes, but is not limited to, the bank name, account number, routing number, SWIFT/BIC code (for international transactions), and any other relevant details necessary to facilitate the transfer of funds. The Application Owner acknowledges that the failure to provide correct banking information may result in delayed or forfeited payments. The Parties agree that the Application Owner bears sole responsibility for any errors or omissions in the provided banking information and any consequences arising therefrom.

2.6. The Application Owner may at any point also be required by Honeygain to provide other information such as ID verification, information allowing to verify Application owner’s company and any other relevant details requested by Honeygain. The Application Owner acknowledges and agrees that failure to provide such accurate information may result in delayed or forfeited payments as well as not being allowed to use SDK, as determined by Honeygain in its sole discretion. The Parties agree that the Application Owner bears sole responsibility for any errors or omissions in the provided information and any consequences arising therefrom.

2.7. Honeygain shall not be obliged to pay any fees of less than 50 (fifty) USD to the Application Owner. In case the Fee payable to the application owner does not reach 50 (fifty) USD, Honeygain shall consolidate them with Fees payable for subsequent months until the payable total Fee reaches the minimum amount of 50 (fifty) USD. Honeygain shall also not be obliged to pay any Fees if it finds that the Application Owner is acting in breach of any obligations under this Agreement.

2.8. Honeygain shall be obliged to make the payment of an undisputed invoice within 30 (thirty) calendar days from the moment of accepting an invoice.

2.9. The Application owner shall be responsible for the payment of all applicable taxes.

3. Term

3.1. This Agreement shall commence on the Effective Date and shall remain valid until terminated in accordance with the terms of this Agreement..

3.2. This Agreement may be terminated by either Party by providing a prior notice to the other Party at least 7 (seven) days before termination. In case of termination of the Agreement in accordance with this clause by the Application owner, Honeygain shall not be obliged to pay the Fee for the last month of Services prior to such termination (except where it is provided due to an amendment of this Agreement by Honeygain as set out in Section 16 of this Agreement).

3.3. Honeygain may immediately terminate this Agreement if it has reasonable grounds to believe the Application owner is breaching any of its obligations set out in Section 4.2. of this Agreement. In case of termination of the Agreement in accordance with this clause by the Honeygain, Honeygain shall not be obliged to pay the Fee for the last month of Services prior to such termination.

3.4. Any termination of this Agreement shall not affect any rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

4. Obligations of the Parties

4.1. Honeygain shall:

4.1.1. Have a right to use as exit nodes the internet connection of end-user devices that use your application and agree to install the SDK, as well as to use the IP addresses of such end-users for commercial purposes;

4.1.2. Collect or allow third parties to collect information through SDK and subsequently, through your applications, from public sources;

4.1.3. Perform its obligations under this Agreement in accordance with applicable laws, rules, and regulations;

4.2. The Application owner shall:

4.2.1. Use the SDK solely in connection with Honeygain Services;

4.2.2. Not use or enable the third parties to use the SDK to develop or evaluate competing hand-tracking technology;

4.2.3. Not publish, distribute, or copy the SDK, and not reverse engineer or modify, or create derivative works of the SDK or in any other way provide access to and/or transfer SDK to third parties;

4.2.4. Accept all risks related to the use of SDK in its users’ devices;

4.2.5. Not attempt to circumvent any related security measures or create any obstacles for proper operation of SDK in its applications.

4.2.6. Not remove, obscure, or alter any proprietary rights within the SDK or any software, documentation, or other materials in it or supplied with it;

4.2.7. Accept responsibility for and ensure the proper, clear, without any hidden clauses and meaning disclosure and information to your end-users regarding the fact that your applications include Honeygain SDK and that it allows Honeygain to create exit nodes through users’ devices, as well as to use the IP addresses of such end-users for commercial purposes;

4.2.8. Ensure that only users who gave express consent and have not canceled their consent related to the installation of SDK to their device can become exit nodes and provide their device’s IP address.

4.2.9. Ensure only IP addresses of users who gave express consent and have not canceled their consent related to the installation of SDK to their device are used.

4.2.10. Ensure that Honeygain will be able to properly exercise its rights established in and stemming from this Agreement, especially, among else, the rights foreseen in article 4.1.

4.2.11. Not access the Services for purposes of monitoring their availability, performance or functionality or for any other competitive purposes.

4.2.12. Before installing the SDK on end user device, receive an affirmative acceptance of allowing the SDK to be installed on the end-user’s device by providing a pop-up window with detailed information on how the SDK works and an “I accept” button that the end-user has to click in order to proceed with the SDK installing, as well as display a specific text to end-user as provided by Honeygain to to the Application Owner. The Application owner agrees to coordinate and receive confirmation from Honeygain on the way such request for acceptance will be presented to the end-user.

4.2.13. Comply with the applicable law, regulation, any terms of service, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws).

4.2.14. Not use SDK to encourage, promote, or engage in any illegal activity or violation of third-party rights or the Application owner’s users.

4.2.15. Ensure that the Honeygain SDK is the sole solution of its type integrated into the Application and that no competing technology is incorporated, unless otherwise explicitly agreed to in writing by the Parties.

5. Intellectual Property Rights

5.1. This Agreement does not grant either Party any right to the other Party’s intellectual property rights (trademarks, trade names, services marks, logos, domain names, know-how, databases, computer programs, etc.), except for the express usage right granted to Honeygain and license to install SDK to the Application owner.

5.2. Any products, systems, programs, or processes, in whatever form, produced by Honeygain in order to provide Services to the Application owner or its other services to the clients is subject to intellectual property rights and may not be used, copied, modified without the prior written consent of Honeygain.

5.3. Content accessible through SDK may be subject to intellectual property rights, and, if so, the Application owner may not use it unless he is licensed to do so by the owner of that content or otherwise permitted by law. “Use” means the use, host, store, modify, transfer, communicate, and publish.

6. Marketing. Honeygain may, without the prior written approval of the Application Owner, use the Application Owner’s trademark, brand name, or other mark and name for the purposes of marketing (for example, but not limited to using the Application Owner’s trademark on Honeygain’s website or blog post by naming the Application Owner as one of Honeygain’s partners).

7. Confidentiality. “Confidential Information” shall mean (a) any data (including any usage data and compilations thereof) relating to the business of the disclosing Party, including product designs, product plans, data, software and technology, clients, users, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other Party; and/or (b) any other information designated in writing, or identified orally at the time of disclosure, by the disclosing Party as “confidential” or “proprietary” and/or (c) the existence and the terms of this Agreement. During and after the term of this Agreement, the receiving Party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing Party except as specifically permitted herein. 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 6 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; (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.

8. Warranties. Honeygain shall provide Services on an “As is,” “As available,” and “With all faults” basis without warranty of any kind. Honeygain does not make any warranties about the suitability, reliability, timeliness, and accuracy for any purpose of SDK. Honeygain does not warrant that Services, including SDK, will be error-free or that Services, including SDK, will work without interruption.

9. Liability. Except for damages arising from (i) a Party’s breach of its confidentiality obligations, (ii) damages arising from any infringement and/or misappropriation by one Party of the other Party’s intellectual property rights, and (iii) any claims for non-payment, each Party’s liability under this Agreement under any theory of liability shall be limited to the fees paid by Honeygain under the Agreement over the course of 12 months preceding the date of the claim(s) and except for the forgoing exceptions neither Party shall be liable for consequential, indirect, special or incidental damages, such as damages for lost profits, business failure or loss, arising out of this Agreement or the use of the Services, whether or not such Party has been advised of the possibility of such damages.

10. Governing Law and Dispute Resolution

10.1 The laws and other legal acts of the Republic of Lithuania shall apply to this Agreement, its form, and interpretation.

10.2 The disputes arising between the Parties of the Agreement shall be solved by mutual agreement between the Parties. If the Parties do not succeed in resolving the disputes by mutual settlement, the dispute shall be solved by laws of the Republic of Lithuania exclusively in the courts of Lithuania.

11. Independent Parties. Nothing stated in this Agreement shall be interpreted to construe the Parties as partners or joint ventures, or as creating any relationship other than as independent contractors.

12. Force Majeure. Neither Party shall be liable for any failure or delay in performing any of its obligations hereunder if such delay is caused by any event or circumstance beyond its reasonable control, including acts of nature, accidents, breakdowns of third-party equipment or software, power failures, strikes, lockouts, war, terrorism or any other industrial, civil or public disturbance.

13. Severability. To the extent necessary to render a provision valid and enforceable in that jurisdiction, a reviewing court may modify any provision of this Agreement that it finds to be invalid or unenforceable. The other provisions of this Agreement shall not be affected. Any unenforceability in a particular jurisdiction shall not affect enforceability in any other jurisdiction.

14. Indemnification. Application owner will indemnify, defend and hold harmless Honeygain and its directors, officers, employees, affiliates, and its agents and subcontractors from and against any claims, suits, actions, and proceedings from any and all third parties, and from payment of any losses, to the extent such losses arise (a) as a result of non-compliance by the Application owner with its obligations under this Agreement; (b) from any and all claims by any of Application owner’s users/clients or other third party end users in connection with Services; (c) from claims of copyright infringement and all manner of intellectual property claims, defamation claims, claims of publication of obscene, indecent, offensive, racist, unreasonably violent, threatening, intimidating or harassing material, and claims of data protection legislation to the extent such losses are based upon (i) the content of any information transmitted by Application owner, (ii) the use and / or publication of any and all communications or information transmitted by Application owner or by any of Application owner’s clients or users, or (iii) the use of Services by Application owner in any manner inconsistent with the terms of this Agreement.

15. Notice. Any notices permitted or required under this Agreement shall be in writing and shall be deemed properly given when delivered by e-mail or any communication tool already used between the parties for negotiation, cooperation, and execution of this Agreement. All official notices (i.e. notice of termination) by the Application owner have to be sent to the following Honeygain e-mail:[email protected].

16. Amendment. Honeygain may amend this Agreement from time to time by posting an amended version on its website and providing the Application owner a notice. Such amendment will become effective 7 days after such notice (unless Application owner first terminates this Agreement pursuant to article 3.2. of this Agreement). Application owner’s continued use of the Services after such a 7 day notice period shall confirm Application owner’s acceptance and consent to such amendment.

17. Entire Agreement. This Agreement represents the entire understanding and Agreement between the Parties with respect to the subject matter hereof and supersedes any and all previous discussions, communications, and/or previous agreements between the parties. No modification, amendment, or waiver of the Agreement shall be effective unless it is in writing and signed by authorized representatives of the Parties.

HONEYGAIN SDK PARTNERSHIP TERMS OF SERVICE

Valid from: November 4, 2024 until February 19, 2025

Honeygain and the Application owner may hereinafter be jointly referred to as “Parties”, and each separately as a “Party”).

This Agreement governs the provision of SDK Services to you by Honeygain, which allows for additional monetization of your applications.

Subject Matter of the Agreement

1.2. By integrating the SDK into your application, you give us permission to create and use exit nodes using your application’s end-users’ devices and to use such exit nodes for commercial purposes.

2. Fees and Terms of Payment

2.1. Honeygain shall pay a fee to the Application owner for monthly average Daily Active Users (“DAU”) each calendar month (“Fee”). DAU is defined as a unique application instance that has been registered in Honeygain’s infrastructure and listed as being online at least once a day and for 3 (three) uninterrupted minutes in a single session. The Fees payable per 1 DAU shall be displayed within the pricing section of Honeygain’s dashboard.

2.2. If applicable, Honeygain shall also pay the Application owner a bonus fee, as agreed separately in writing between Honeygain and the Application owner.

2.3. The Application Owner shall have access to review the report detailing data related to last month’s monthly Daily Active Users (if applicable). At the beginning of each calendar month, Honeygain shall calculate the Fees payable for the Completed periods and the Application owner may issue an invoice to Honeygain in accordance with the data provide in this report. The Application owner shall only issue invoices for the Completed periods. A Completed period is defined as the previous calendar month plus five (5) calendar days, as well as all preceding unpaid months.

2.4. In order to receive any fees due under this Agreement, the Application Owner is required to provide accurate and complete banking information. This includes, but is not limited to, the bank name, account number, routing number, SWIFT/BIC code (for international transactions), and any other relevant details necessary to facilitate the transfer of funds. The Application Owner acknowledges that the failure to provide correct banking information may result in delayed or forfeited payments. The Parties agree that the Application Owner bears sole responsibility for any errors or omissions in the provided banking information and any consequences arising therefrom.

2.5. The Application Owner may at any point also be required by Honeygain to provide other information such as ID verification, information allowing to verify Application owner’s company and any other relevant details requested by Honeygain. The Application Owner acknowledges and agrees that failure to provide such accurate information may result in delayed or forfeited payments as well as not being allowed to use SDK, as determined by Honeygain in its sole discretion. The Parties agree that the Application Owner bears sole responsibility for any errors or omissions in the provided information and any consequences arising therefrom.

2.6. Honeygain shall not be obliged to pay any fees of less than 50 (fifty) USD to the Application Owner. In case the Fee payable to the application owner does not reach 50 (fifty) USD, Honeygain shall consolidate them with Fees payable for subsequent months until the payable total Fee reaches the minimum amount of 50 (fifty) USD. Honeygain shall also not be obliged to pay any Fees if it finds that the Application Owner is acting in breach of any obligations under this Agreement.

2.7. Honeygain shall be obliged to make the payment of an undisputed invoice within 30 (thirty) calendar days from the moment of accepting an invoice.

2.8. The Application owner shall be responsible for the payment of all applicable taxes.

3. Term

3.1. This Agreement shall commence on the Effective Date and shall remain valid until terminated in accordance with the terms of this Agreement..

3.2. This Agreement may be terminated by either Party by providing a prior notice to the other Party at least 30 (thirty) days before termination. In case of termination of the Agreement in accordance with this clause by the Application owner, Honeygain shall not be obliged to pay the Fee for the last month of Services prior to such termination.

3.3, Honeygain may immediately terminate this Agreement if it has reasonable grounds to believe the Application owner is breaching any of its obligations set out in Section 4.2. of this Agreement. In case of termination of the Agreement in accordance with this clause by the Honeygain, Honeygain shall not be obliged to pay the Fee for the last month of Services prior to such termination.

4. Obligations of the Parties

4.1. Honeygain shall:

4.1.1. Have a right to use as exit nodes for its services the internet connection of end-user devices that use your application and agree to install the SDK;

4.1.2. Collect or allow third parties to collect information through SDK and subsequently, through your applications, from public sources;

4.1.3. Perform its obligations under this Agreement in accordance with applicable laws, rules, and regulations;

4.2. The Application owner shall:

4.2.1. Use the SDK solely in connection with Honeygain Services;

4.2.2. Not use or enable the third parties to use the SDK to develop or evaluate competing hand-tracking technology;

4.2.3. Not publish, distribute, or copy the SDK, and not reverse engineer or modify, or create derivative works of the SDK or in any other way provide access to and/or transfer SDK to third parties;

4.2.4. Accept all risks related to the use of SDK in its users’ devices;

4.2.5. Not attempt to circumvent any related security measures or create any obstacles for proper operation of SDK in its applications.

4.2.6. Not remove, obscure, or alter any proprietary rights within the SDK or any software, documentation, or other materials in it or supplied with it;

4.2.7. Accept responsibility for and ensure the proper, clear, without any hidden clauses and meaning disclosure and information to your users regarding the fact that your applications include Honeygain SDK and that it allows Honeygain to create exit nodes through users’ devices

4.2.8. Ensure that only users who gave express consent and have not canceled their consent related to the installation of SDK to their device can become exit nodes.

4.2.9. Ensure that end-users of the Application owner’s application may at all times turn off the functionality of the SDK within the application’s options.

4.2.10. Ensure that Honeygain will be able to properly exercise its rights established in and stemming from this Agreement, especially, among else, the rights foreseen in article 4.1.

4.2.11. Not access the Services for purposes of monitoring their availability, performance or functionality or for any other competitive purposes.

4.2.14. Not use SDK to encourage, promote, or engage in any illegal activity or violation of third-party rights or the Application owner’s users.

5. Intellectual Property Rights

10. Governing Law and Dispute Resolution

10.1 The laws and other legal acts of the Republic of Lithuania shall apply to this Agreement, its form, and interpretation.

16. Amendment. Honeygain may amend this Agreement from time to time by posting an amended version on its website and providing the Application owner a notice. Such amendment will become effective 30 days after such notice (unless Application owner first terminates this Agreement pursuant to article 3.2. of this Agreement). Application owner’s continued use of the Services after such a 30-day notice period shall confirm Application owner’s acceptance and consent to such amendment.

HONEYGAIN SDK PARTNERSHIP TERMS OF SERVICE

Valid from: April 1, 2024 until November 3, 2024

Honeygain and the Application owner may hereinafter be jointly referred to as “Parties”, and each separately as a “Party”).

This Agreement governs the provision of SDK Services to you by Honeygain, which allows for additional monetization of your applications.

1. Subject Matter of the Agreement

2. Fees and Terms of Payment

2.2. If applicable, Honeygain shall also pay the Application owner a bonus fee, as agreed separately in writing between Honeygain and the Application owner.

2.5. Honeygain shall not be obliged to pay any fees of less than 50 (fifty) USD to the Application Owner. In case the Fee payable to the application owner does not reach 50 (fifty) USD, Honeygain shall consolidate them with Fees payable for subsequent months until the payable total Fee reaches the minimum amount of 50 (fifty) USD.

2.6. Honeygain shall be obliged to make the payment of an undisputed invoice within 30 (thirty) calendar days from the moment of accepting an invoice.

2.7. The Application owner shall be responsible for the payment of all applicable taxes.

3. Term

3.1. This Agreement shall commence on the Effective Date and shall remain valid until terminated in accordance with the terms of this Agreement..

4. Obligations of the Parties

4.1. Honeygain shall:

4.1.1. Have a right to use as exit nodes for its services the internet connection of end-user devices that use your application and agree to install the SDK;

4.1.2 Collect or allow third parties to collect information through SDK and subsequently, through your applications, from public sources;