BuzzHive
DRAFT — pending review by counsel. This is a first-draft Ambassador Agreement. The final terms may differ after our attorneys complete their review. We will notify all signed-up ambassadors of any material changes before they take effect, and you will have an opportunity to terminate the agreement if you do not accept the revised terms.

BuzzHive Ambassador Agreement

Effective date: [PENDING] · Version 1.0 (draft)

This Ambassador Agreement (the "Agreement") is entered into by and between Smoking Gun Collective, doing business as BuzzHive ("BuzzHive," "we," "us," or "our"), and the individual accepting this Agreement (the "Ambassador," "you," or "your") at the time of registration through the BuzzHive ambassador signup process.

By checking the "I agree" box during signup, you accept and agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not complete the signup process.

1. Definitions

2. Eligibility

To enter into this Agreement, you must:

3. Independent Contractor Relationship

You are an independent contractor of BuzzHive, not an employee, partner, joint venturer, or agent. Nothing in this Agreement creates an employment relationship, a partnership, or any other relationship beyond that of independent contractor.

As an independent contractor, you are responsible for setting your own hours, choosing your own methods of soliciting Referred Promoters, and managing your own business expenses. BuzzHive does not provide employee benefits, withhold taxes, or contribute to Social Security on your behalf. You acknowledge that BuzzHive will issue an IRS Form 1099-NEC for amounts paid to you that meet or exceed the federal threshold for the applicable tax year.

4. Compensation Structure

4.1 Tier Rates

Your Commission on each Eligible Sale is calculated as a percentage of the Platform Fee that BuzzHive collected on that sale. The applicable percentage depends on your current Tier, determined as follows:

4.2 Retroactive Tier Application Within a Month

When you cross a monthly threshold (500 or 1,000 Eligible Sales) within a calendar month, all of that month's Eligible Sales attributed to you will be retroactively recalculated at the higher Tier rate. Tier qualification does not carry between calendar months: each calendar month resets, and you must meet both the lifetime unlock and the monthly threshold to qualify in that month.

4.3 No Commission on Other Activity

Your Commission is calculated exclusively on Eligible Sales by your Referred Promoters. You earn no commission on (a) tickets sold by Promoters who were not referred by you, (b) refunded tickets, (c) tickets transferred between buyers, or (d) any other Platform activity not constituting an Eligible Sale.

4.4 BuzzHive Determines Platform Fees

BuzzHive reserves the right to modify the Platform Fee at any time. Your Commission will be calculated based on the Platform Fee in effect at the time each Eligible Sale is completed. We will provide reasonable advance notice of any material change to the Platform Fee.

5. Attribution

5.1 Per-Promoter Lifetime Attribution

Once a Promoter creates a BuzzHive account through your Referral Link, that Promoter is permanently attributed to you for purposes of this Agreement. Your Commission accrues on every Eligible Sale that Promoter makes for the entire duration that the Promoter uses the Platform, subject to Section 5.3 and the termination provisions of this Agreement.

5.2 Single Attribution

A Promoter may be attributed to at most one Ambassador. Attribution is determined by the Referral Link used during the Promoter's account creation. Subsequent visits or sign-ins by the Promoter do not change attribution.

5.3 Revocation of Attribution

BuzzHive may revoke attribution of one or more Referred Promoters to you, and cease paying further Commission on those Promoters' Eligible Sales, if BuzzHive determines in its reasonable discretion that you have violated this Agreement, including without limitation the conduct rules in Section 6 and the self-dealing prohibition in Section 7. Revocation does not require termination of this Agreement: BuzzHive may revoke individual attributions while leaving the rest of your downflow intact.

6. Conduct & Prohibited Practices

You agree that you will not:

7. Self-Dealing Prohibition

You may hold a Promoter account in addition to your Ambassador account. However, you may not earn Commission on your own Promoter activity. You earn no Commission, directly or indirectly, on Eligible Sales made through (a) your own Promoter account, (b) the Promoter account of any household member, (c) any entity in which you have an ownership interest, or (d) any individual or entity acting at your direction. A Promoter account that shares your identity is permanently excluded from all Ambassador Commission — for you and for every other Ambassador. Any Commission earned in violation of this section is forfeit. BuzzHive may, in addition to forfeiture, suspend or terminate your account.

BuzzHive enforces this exclusion automatically by linking accounts that share an identity through multiple matching layers, including email address, phone number, and post-onboarding comparison of Stripe-verified person identifiers. When a Promoter account is determined to belong to an Ambassador, that Promoter account's Eligible Sales generate no Commission for any Ambassador, and any prior attribution of that Promoter account is revoked going forward.

Attempts to circumvent this exclusion — including but not limited to using a dummy email address, a secondary email address, an alias, another person's identity, a household member's identity, an associate's identity, or colluding with another Ambassador to cross-refer accounts you each control, in order to receive Ambassador Commission on events you run, control, or have a financial interest in — constitute a material breach of this Agreement. Any Ambassador caught doing so will have their Ambassador account immediately and permanently terminated upon discovery, with all accrued unpaid Commissions forfeit and all attributed referrals revoked. BuzzHive reserves the right to retain any evidence of such conduct for use in any subsequent legal or regulatory proceeding.

8. Payment Terms

8.1 Monthly Payouts

Commissions accrued in a calendar month are paid out on or about the 1st day of the following calendar month via Stripe Express transfer to the bank account you provided during Stripe Express Connect onboarding.

8.2 Minimum Payout Threshold

The minimum payout amount per calendar month is twenty-five United States dollars ($25.00). If your accrued Commission for a calendar month is less than $25.00, the amount will be carried forward and added to the following calendar month's accrual. Carried-forward balances continue to accumulate until a calendar month's combined total meets or exceeds $25.00.

8.3 Refund Adjustments

If a ticket sale that has already accrued Commission is later refunded, the corresponding Commission will be deducted from your accrued earnings in the calendar month in which the refund occurs. If the refund deduction exceeds your accrued Commission for that month, the negative balance will carry forward against future Commissions.

8.4 Errors & Disputes

You agree to review your Commission statements promptly and to notify BuzzHive in writing within sixty (60) days of any errors or disputes. Failure to do so will be deemed acceptance of the statement as accurate.

9. Tax Reporting

BuzzHive, through Stripe Tax Reporting, will issue an IRS Form 1099-NEC for any calendar year in which your aggregate Commissions equal or exceed the threshold then specified by applicable IRS regulations. You are solely responsible for reporting your Commissions as income on your federal, state, and local tax returns and for paying any taxes owed.

10. Term & Termination

10.1 Term

This Agreement begins on the date you accept it and continues until terminated by either party as described below.

10.2 Termination by You

You may terminate this Agreement at any time by providing written notice to BuzzHive at the contact email listed below, or by closing your Ambassador account through the Platform. Termination by you does not entitle you to any further Commissions beyond accruals already earned and not yet paid.

10.3 Termination by BuzzHive

BuzzHive may terminate this Agreement immediately and without notice if BuzzHive determines in its reasonable discretion that you have materially breached this Agreement, including without limitation the conduct rules in Section 6 or the self-dealing prohibition in Section 7.

In addition to termination for cause, BuzzHive reserves the right to suspend, terminate, or refuse to renew your Ambassador account at any time, for any reason or no reason, in its sole discretion, with or without notice. This includes but is not limited to: business strategy changes, restructuring of the Ambassador Program, changes in our risk tolerance, or our determination that continued participation by you is not in BuzzHive's interest. Such termination is not a breach of this Agreement by BuzzHive. Commissions already accrued and not forfeit will be paid in the next scheduled monthly payout subject to the minimum payout threshold; no further Commissions will accrue after the termination date.

10.4 Effect of Termination

Upon termination of this Agreement for any reason — whether by you, by BuzzHive for cause, or by BuzzHive at-will under Section 10.3 — your Referral Link will be deactivated, all attribution relationships with your Referred Promoters will be revoked, and you will receive no further Commissions on Eligible Sales of any kind.

All Commissions that have accrued but not been paid out as of the termination date are forfeit and become the sole property of BuzzHive. Ambassadors are independent contractors of BuzzHive, not shareholders, partners, joint venturers, or equity holders. Participation in the Ambassador Program does not create an ownership interest in BuzzHive, in the Platform, in any unpaid Commission balance, or in any other asset of BuzzHive. Termination ends both your right to earn further Commission and your right to collect any accrued but unpaid balance.

Sections 6, 7, 11, 12, 13, 14, 15, and 16 survive termination.

11. Disclaimer of Warranties

THE PLATFORM AND THE AMBASSADOR PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. BUZZHIVE DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BUZZHIVE MAKES NO REPRESENTATION OR WARRANTY THAT YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSION, OR ANY COMMISSION AT ALL.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, BUZZHIVE'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE COMMISSIONS PAID OR PAYABLE TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL BUZZHIVE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE, WHETHER OR NOT BUZZHIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

You will defend, indemnify, and hold harmless BuzzHive, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of this Agreement, (b) your violation of any applicable law or regulation including the FTC Endorsement Guides, (c) any content you publish or statement you make in connection with promoting the Platform, or (d) your gross negligence or willful misconduct.

14. Modification of Program & Agreement

BuzzHive may modify this Agreement, the tier rates, the Platform Fee, or any other aspect of the Ambassador Program at any time. We will provide at least thirty (30) days' advance notice of any material change by email to the address on file for your account. Your continued participation in the Ambassador Program after the effective date of a change constitutes your acceptance of the modified terms. If you do not accept a modification, you may terminate this Agreement under Section 10.2.

15. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Washington, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in King County, Washington, and both parties consent to the personal jurisdiction of those courts.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with any documents referenced herein, constitutes the entire agreement between you and BuzzHive regarding the Ambassador Program and supersedes all prior or contemporaneous understandings, representations, and agreements.

16.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.3 No Waiver

BuzzHive's failure to enforce any right or provision of this Agreement will not be deemed a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer this Agreement without BuzzHive's prior written consent. BuzzHive may assign this Agreement to any successor in a merger, acquisition, or sale of substantially all its assets.

16.5 Notices

Notices to BuzzHive should be sent to the contact address provided in our then-current contact page. Notices to you will be sent to the email address on file for your Ambassador account.

Questions about this Agreement? Contact us.