Effective Date: [Insert Effective Date]
These Safety Partner Referral Program Terms and Conditions (the "Agreement") govern participation in the Kresynt Safety Partner Referral Program (the "Program") offered by Kresynt, LLC (" Kresynt," "we," "us," or "our"). By creating a referral partner account, clicking to accept these Terms and Conditions, or submitting a referral through the Program portal, you (the "Partner" or "you") agree to be bound by this Agreement.
1. Program Purpose
The Program is a referral program only. It is not a reseller, distributor, franchise, broker, agency, employment, or partnership arrangement. Partners identify and submit potential customer leads to Kresynt. Kresynt is solely responsible for evaluating leads, conducting demos, quoting, negotiating, contracting, onboarding, billing, and collecting payment from customers.
2. Eligibility
To participate in the Program, you must:
be at least 18 years old;
have authority to enter into this Agreement on behalf of yourself or your business, if applicable;
provide complete and accurate registration information;
maintain an active Program account in good standing; and
comply with this Agreement and all applicable laws, rules, and regulations.
Kresynt may approve or reject any Program application in its sole discretion.
3. Qualified Referrals
A lead will be considered a Qualified Referral only if all the following conditions are met:
the lead is submitted through the official Kresynt referral portal;
the submission includes complete responses to the required qualification questions then in effect, which currently include:
company size;
current safety process or software;
why the prospect is interested in new safety software; and
the prospect's main pain point;
the referred business is not already in Kresynt’s CRM, pipeline, active marketing sequence, or open opportunity list at the time of submission;
the lead has not already been submitted and approved by another Partner;
the lead information is accurate to the best of your knowledge;
the lead is submitted in good faith and represents a genuine potential business opportunity; and
Kresynt approves the lead as a Qualified Referral.
Submission of a lead does not guarantee approval. Kresynt may determine, in its sole discretion, whether a lead qualifies.
4. First-Approved Attribution
Referral credit is awarded only to the first Partner whose lead submission is approved by Kresynt for the applicable business opportunity.
If multiple submissions concern the same company, affiliated companies, parent or subsidiary entities, the same location, or substantially the same buying opportunity, Kresynt may treat those submissions as the same referral opportunity and award credit to the first approved Partner.
Kresynt’s attribution determination will be final absent manifest error.
5. Referral Protection Period
Once a lead is approved as a Qualified Referral, that referral will be protected for ninety (90) days from the approval date (the "Protection Period").
If the opportunity remains active and in process with Kresynt at the end of the Protection Period, Kresynt may, in its discretion, extend the Protection Period. Any extension must be confirmed by Kresynt in writing or within the referral portal.
If the applicable customer does not execute an agreement for paid services within the Protection Period, as extended if applicable, the referral credit may expire.
6. Free Trial Period
Kresynt may offer a standard fourteen (14) day free trial to referred prospects. If a referred customer begins with a free trial, the commission period described in this Agreement begins only when the customer converts to a paid subscription or paid service and Kresynt begins receiving revenue from that customer.
7. Commissions
7.1 Commission Rate
Subject to this Agreement, Partner will receive a commission equal to fifteen percent (15%) of Credited Gross Revenue actually received by Kresynt from an approved Qualified Referral during the customer's first twelve (12) paid months.
7.2 Credited Gross Revenue
For purposes of this Agreement, Credited Gross Revenue means subscription or service revenue actually received by Kresynt from the referred customer and credited to the Partner under the Program.
Credited Gross Revenue expressly excludes the following unless Kresynt states otherwise in writing:
taxes;
onboarding fees;
implementation fees;
training fees;
pass-through charges;
reimbursements;
hardware or third-party charges;
SMS fees, usage fees, storage overages, or similar ancillary charges;
refunds, credits, rebates, discounts, or write-offs;
chargebacks, failed collections, and uncollectible amounts; and
any amounts not actually received by Kresynt.
7.3 Commission Window
Commissions are paid only on revenue received during the customer's first twelve (12) paid months. No commissions are earned on renewals or revenue received after that period unless Kresynt agrees otherwise in writing.
7.4 Adjustments and Clawbacks
If Kresynt later refunds revenue, issues a credit, writes off an account, or determines that a commission was overpaid, ineligible, or paid in error, Kresynt may offset or recover the corresponding amount from future commission payments.
8. Bonus Payments
In addition to commissions, Partner may earn the following annual bonuses based on total annual Credited Gross Revenue attributed to the Partner in a calendar year:
$1,000 bonus when credited annual gross revenue reaches $15,000; and
$2,500 bonus when credited annual gross revenue reaches $30,000.
Unless Kresynt states otherwise in writing, these bonuses are in addition to earned commissions and are each earned once per calendar year when the applicable threshold is reached.
9. Payment Terms
Commissions and earned bonuses will be calculated monthly.
Payments will be made monthly, typically within thirty (30) days after the end of the month in which Kresynt receives the applicable customer payment.
Partner is solely responsible for maintaining accurate payment and tax information.
Kresynt may withhold payment if required by law or if Partner has not provided requested tax documentation.
Kresynt may establish a minimum payment threshold and may roll smaller amounts into a later payment cycle.
10. Partner Responsibilities
Partner agrees to:
submit only truthful, accurate, and complete lead information;
avoid making false, misleading, unsubstantiated, or unauthorized statements about Kresynt, its services, pricing, capabilities, competitors, or legal/compliance outcomes;
present Kresynt professionally and in a manner consistent with our brand guidance, if provided;
refrain from spam, deceptive outreach, harassment, or unlawful marketing practices;
disclose any material relationship with Kresynt where legally required, including where Partner publicly promotes or endorses Kresynt in a way that could influence purchasing decisions; and
keep portal credentials secure and promptly notify Kresynt of unauthorized account use.
11. No Authority; Independent Contractor Relationship
Partner is an independent contractor and not an employee, agent, franchisee, representative, joint venturer, or legal partner of Kresynt.
Partner has no authority to:
bind Kresynt;
negotiate or accept contracts on behalf of Kresynt;
make warranties, promises, or representations on behalf of Kresynt;
collect payments on behalf of Kresynt; or
use Kresynt’s name, marks, or materials except as expressly authorized.
12. Restricted Activities
Partner will not:
impersonate Kresynt personnel;
represent itself as an authorized reseller unless separately approved in writing;
bid, quote, or contract on Kresynt’s behalf;
offer discounts, credits, or special terms not approved by Kresynt in writing;
submit self-referrals, fake leads, duplicate leads, or leads generated through deceptive means;
submit leads for entities controlled by Partner for the purpose of earning referral payments without Kresynt’s written approval; or
use Kresynt’s trademarks, logos, or content in paid ads, domain names, social handles, or misleading ways without prior written consent.
13. Confidentiality
Any non-public information disclosed by Kresynt to Partner, including pricing, product roadmaps, portal information, customer status, sales materials, commissions, and internal processes, is confidential and may be used only for participation in the Program.
Partner will protect such information using reasonable care and will not disclose it to third parties except as required by law.
14. Intellectual Property
Kresynt retains all right, title, and interest in and to its trademarks, service marks, logos, software, content, documentation, and other intellectual property. Except for limited, revocable permission expressly granted by Kresynt in writing, no license or other rights are granted to Partner.
15. Compliance With Law
Partner will comply with all applicable laws and regulations in connection with Program participation, including laws relating to advertising, privacy, anti-spam, anti-bribery, unfair competition, and disclosure of compensated endorsements or promotions.
Partner is solely responsible for obtaining any consents required to share prospect information with Kresynt.
16. Taxes
Partner is solely responsible for all taxes, duties, assessments, and other governmental charges arising from payments made under the Program, except taxes imposed on Kresynt‘s income. Kresynt may issue required tax reporting forms.
17. Disclaimer of Warranties
The Program, portal, and related materials are provided "as is" and "as available." To the maximum extent permitted by law, Kresynt disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
Kresynt does not guarantee that any referral will be approved, demoed, converted, closed, renewed, or generate any particular commission or bonus.
18. Limitation of Liability
To the maximum extent permitted by law, Kresynt will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost opportunities, lost goodwill, or lost data, arising out of or related to this Agreement or the Program, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Kresynt’s aggregate liability under this Agreement will not exceed the total commissions actually paid to Partner under the Program during the twelve (12) months preceding the event giving rise to the claim.
19. Indemnification
Partner will defend, indemnify, and hold harmless Kresynt, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Partner's breach of this Agreement;
Partner's marketing, statements, or conduct;
inaccurate or unlawfully obtained lead information;
Partner's violation of law; or
Partner's negligence, fraud, or willful misconduct.
20. Suspension and Termination
Kresynt may suspend or terminate Partner's access to the Program or terminate this Agreement at any time, with or without cause, effective upon notice.
Partner may terminate participation at any time by closing its account or providing written notice.
Termination will not affect Kresynt’s obligation to pay valid commissions already earned on credited revenue received before termination, subject to this Agreement. However, no further commissions will accrue after termination unless Kresynt expressly agrees otherwise in writing.
Kresynt may immediately terminate or withhold payments if it reasonably believes Partner has violated this Agreement, engaged in fraud, or acted unlawfully or deceptively.
21. Records and Audit Rights
Kresynt’s books and records, portal records, CRM records, and payment records will control for purposes of determining referral approval, attribution, credited revenue, commissions, bonuses, and payment status.
Upon reasonable written request and no more than once per calendar year, Kresynt may provide a summary statement of Partner's credited referrals and payments. Detailed customer financial records and other confidential business information need not be disclosed.
22. Program Changes
Kresynt may update, suspend, or discontinue the Program, the portal, commission structure, qualification requirements, or these Terms and Conditions at any time.
Changes will apply prospectively unless otherwise stated. Continued participation in the Program after an updated version is posted or otherwise communicated constitutes acceptance of the updated terms.
23. Mandatory Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS BETWEEN YOU AND Kresynt ARE RESOLVED.
This Section is deemed to be a written agreement to arbitrate pursuant to the Federal Arbitration Act (FAA). You and Kresynt agree that this Section satisfies the writing requirement of the FAA and that it will be interpreted and enforced under the FAA to the maximum extent permitted by law.
We believe arbitration is a faster, more convenient, and less expensive way to resolve disputes. Accordingly, except as expressly provided below, any claim, dispute, or controversy between you and Kresynt arising out of, relating to, or connected in any way with this Agreement, the Program, the referral portal, any referral submission, any commission or bonus determination, any payment, or any other dealings or relationship between you and Kresynt (collectively, "Program Disputes") shall be resolved exclusively by final and binding arbitration.
23.1 Informal Resolution First
Before initiating arbitration, either party must provide the other with written notice of the dispute and a brief description of the claim and requested relief. The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after the notice is received.
23.2 Arbitration Administrator and Rules
Any arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (JAMS), or its successor, and conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, unless the amount in controversy exceeds $100,000, in which case the arbitration shall be conducted under the JAMS Comprehensive Arbitration Rules and Procedures then in effect. If JAMS is unavailable, the arbitration shall be administered by the American Arbitration Association (AAA), or its successor, under the AAA Commercial Arbitration Rules then in effect.
23.3 Single Arbitrator
The arbitration shall be conducted before a single arbitrator selected in accordance with the applicable rules or by mutual agreement of the parties.
23.4 Arbitrator Authority
The arbitrator, and not any court or agency, shall have the exclusive authority to resolve any dispute arising out of or relating to the validity, interpretation, applicability, enforceability, or formation of this Agreement or this arbitration provision, including any claim that all or any part of this Agreement is void or voidable, except that a court of competent jurisdiction may decide issues relating to the enforceability of the class action waiver in Section 23.7 to the extent applicable law so requires.
23.5 Location; Remote Proceedings
The arbitration shall take place in Baltimore County, Maryland, unless the parties agree otherwise. Either party may request that the proceeding be conducted by videoconference, telephone, or written submissions to the extent permitted by the applicable rules or approved by the arbitrator.
23.6 Governing Law
The arbitrator shall apply the internal laws of the State of Maryland, consistent with the FAA and applicable statutes of limitations, without regard to conflict-of-laws principles, except to the extent federal law controls.
23.7 Class Action Waiver; No Consolidation
All Program Disputes must be brought in the parties' individual capacities only, and not as a plaintiff, claimant, class representative, class member, private attorney general, or in any other representative proceeding. The arbitrator shall have no authority to hear or arbitrate any class, collective, mass, or representative claim, nor to consolidate the claims of different persons or entities, except to the extent the parties expressly agree in writing after a dispute arises.
If this class action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request for relief shall be severed and brought in a court of competent jurisdiction in Baltimore County, Maryland, and the remainder of this arbitration provision shall remain in full force and effect.
23.8 Provisional Remedies; Court Enforcement
Nothing in this Agreement prevents either party from seeking provisional, interim, or injunctive relief from a court of competent jurisdiction in Baltimore County, Maryland in aid of arbitration, including relief to protect confidential information, intellectual property, payment rights, or to compel arbitration, stay litigation, or confirm, vacate, or enforce an arbitral award.
23.9 Written Award
The arbitrator shall issue a written award supported by a statement of decision setting forth the arbitrator's determination of the dispute and the factual findings and legal conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction.
23.10 Arbitration Fees and Costs
Each party shall initially bear its own attorneys' fees and costs, and shall share the arbitrator's fees and administrative costs as provided by the applicable rules, except as otherwise required by law, the applicable rules, or the arbitrator's award.
23.11 Survival
This Section shall survive termination of this Agreement and termination of your participation in the Program.
23.12 Changes to This Section
Kresynt may update this Section prospectively by posting updated terms in the referral portal or otherwise providing notice. Any such change will apply only to claims arising after the effective date of the updated Section, unless the parties expressly agree otherwise.
24. Miscellaneous
Entire Agreement. This Agreement is the entire agreement between the parties regarding the Program and supersedes prior or contemporaneous discussions on that subject.
No Waiver. A failure to enforce any provision is not a waiver of future enforcement.
Severability. If any provision is held unenforceable, the remaining provisions will remain in effect.
Assignment. Partner may not assign this Agreement without Kresynt’s prior written consent. Kresynt may assign this Agreement in connection with a merger, reorganization, sale, or transfer of assets.
Electronic Acceptance. Electronic acceptance of this Agreement is binding and enforceable to the same extent as a signed written agreement.
Notices. Kresynt may provide notices by email, portal notification, or posting updated terms on its website or portal.
25. Contact Information
Questions regarding the Program may be directed to: [email protected]
Kresynt, LLC