KSYNC Coach Program Terms & Conditions

Definitions, Relationship & Representations

1. "Coach," "Creator," "Referral Partner," and "you" refer to the same independent contractor participating in the KSYNC Coach Program by Kintsugi Workout. You act as a referral partner when promoting PRO subscriptions and as a creator when selling access to your own content. Except for the limited sales agency in Term 14, you are not an employee, agent, partner, or joint venturer of Kintsugi LLC ("the Company," "KWORKOUT," "we").

2. The Referral Partner represents and warrants that all information provided in the application, including country of residence and tax status, is true, accurate, and complete. Misrepresentation is grounds for immediate termination and forfeiture of all unpaid commissions.

3. Payout processing requires successful completion of Stripe Connect identity verification. The Company is not responsible for delays or inability to receive payouts due to failed verification or inaccurate application information.

Revenue Terms

4. "Net Revenue" means the amount KWORKOUT actually receives from a customer for a transaction, less: (a) sales tax, VAT, GST, and similar taxes; (b) app store commissions and payment-processing fees charged on that transaction; (c) refunds, chargebacks, and dispute fees; and (d) any withholding required by law. No other KWORKOUT operating costs are deducted. App store amounts are first calculated from the store's reported transaction data and are adjusted if the store's final proceeds differ.

5. Coaches earn a referral commission equal to 50% of Net Revenue for referring and promoting PRO subscriptions, on every platform the subscriber pays through (App Store, web, or Google Play). Each subscription payment is credited monthly: a quarterly payment in 3 equal monthly credits and an annual payment in 12. Each monthly credit goes to the subscriber's coach on the day that month begins. If a subscriber switches coaches, later monthly credits go to the new coach; credits already made never move. No coach earns a month that begins while the subscriber has no coach.

6. Rate changes require 30-day written notice; changes apply only to subscriptions initiated after the effective date.

7. Refunds, chargebacks, and dispute fees on a previously credited transaction create a negative ledger entry that offsets current or future earnings, including earnings already paid out. The coach is never billed directly.

8. Earnings are paid monthly, on or about the 15th, for Net Revenue credited during the previous calendar month, with no KWORKOUT minimum payout amount. Each payout carries a payout fee of $2.25 plus 0.25% of the payout amount, deducted from that payout, which covers the payment provider's monthly account and transfer costs. A balance that does not exceed the fee carries forward to the next payout. Payouts require completed Stripe verification, required tax documentation, and available funds. Stripe or banking minimums, settlement timing, app store payment delays, and account restrictions may delay delivery; any deferred balance remains owed and carries forward.

9. Upon termination, the earned balance is paid in the regular monthly payouts after refunds, chargebacks, and disputes on already-credited transactions have been offset, except in cases of fraud or violations of these terms (see Term 39).

10. Revenue accrues only during paid subscriber periods; already-accrued balance is paid under Terms 8 and 9.

11. Payouts are processed via Stripe in countries where KWORKOUT has enabled support. Commission amounts are gross; the Referral Partner is solely responsible for any applicable VAT, GST, or other taxes on them.

12. The Referral Partner must acquire at least one paying subscriber within 90 days of approval. If this requirement is not met, the Referral Partner's complimentary app access (and that of any team members) will be suspended and standard subscription fees will apply until a paying subscriber is acquired.

13. The Referral Partner must maintain at least one paying subscriber on an ongoing basis. If the Referral Partner's paying subscriber count reaches zero, a 90-day grace period begins. If no new paying subscriber is acquired within that period, complimentary app access will be suspended for the Referral Partner and all team members, and standard subscription fees will apply. Complimentary access is automatically restored for the entire team when a new paying subscriber is acquired.

KSYNC Content Sales

14. By listing a paid workout, plan, or Extra (a "KSYNC listing"), the coach appoints KWORKOUT as its limited, non-exclusive commercial agent to market and sell access to that listing on the coach's behalf, collect payment, deliver access, and provide customer support. The coach sets the price within KWORKOUT's permitted range.

15. KWORKOUT charges a platform service fee of 20% of Net Revenue from each KSYNC content sale for the services in Term 14. The remaining 80% is the creator's net sale proceeds, credited to the listing's team lead and paid under Term 8. This service-fee description does not determine tax treatment or override responsibilities imposed by law.

16. Where required as the marketplace or deemed supplier, KWORKOUT collects and remits sales tax, VAT, GST, and similar taxes on KSYNC sales. These taxes are excluded from Net Revenue.

17. KWORKOUT decides customer refund requests in its reasonable discretion, consistent with the published buyer terms and applicable consumer law. Approved refunds are handled under Term 7.

18. The coach keeps ownership of its content and grants KWORKOUT a non-exclusive, worldwide, royalty-free license to host, deliver, display, and preview it to operate KSYNC sales. This license survives termination for as long as needed to keep providing access to customers who already purchased it and to retain required legal and accounting records.

Independent Contractor & Tax

19. The Referral Partner is an independent contractor. Except for the limited sales agency in Term 14, nothing in this Agreement creates an employment, agency, partnership, or franchise relationship. The Referral Partner receives no employee benefits, insurance, workers' compensation, or other employment protections from the Company.

20. The Referral Partner is responsible for reporting and paying their own income taxes, social contributions, and any VAT/GST or other obligations that apply to their activities. This does not remove any reporting, withholding, remittance, or customer-tax obligations imposed on KWORKOUT by law, including Term 16.

21. U.S. persons must provide a valid Form W-9 before receiving payouts. If KWORKOUT enables participation for non-U.S. persons, they must provide the appropriate valid tax documentation, generally Form W-8BEN for individuals or W-8BEN-E for entities. Residence alone does not determine the correct form. Missing or invalid documentation may require withholding or a payout hold under applicable law.

22. The Referral Partner must accurately disclose where referral and promotional services are performed and notify KWORKOUT of material changes in tax status, documentation, or service location before further payouts.

23. The Referral Partner bears sole responsibility for compliance with their local labor, tax, business registration, and any other applicable laws in their jurisdiction.

24. KWORKOUT will make information reports and apply withholding or remittance where legally required, using the payment classification and recipient documentation applicable to the payment. Connecting Stripe or supplying a tax form does not by itself establish an exemption or complete a filing. KWORKOUT or its reporting provider will furnish applicable information returns as required by law.

Program Conduct

25. KWORKOUT must confirm the Referral Partner's participation. Submission of an application does not guarantee acceptance.

26. The Referral Partner must have an active social media presence or website. KWORKOUT may reject applications without a verifiable online presence.

27. Content shared by the Referral Partner (workouts, social media posts, promotional materials) must not promote violence, pornography, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

28. The Referral Partner has no authority to bind, represent, or make legal declarations on behalf of the Company. The Referral Partner must not convey the impression of being an employee, staff member, or authorized representative of KWORKOUT.

29. Use of KWORKOUT branding, logos, copyrights, or other intellectual property is not permitted without prior written consent.

30. Advertising the KWORKOUT brand via spam emails or unsolicited messages is explicitly prohibited. Any promotional emails must comply with applicable anti-spam laws (CAN-SPAM, GDPR, etc.) and clearly identify the Referral Partner as the sender.

31. The Referral Partner must not engage in any fraudulent, deceptive, or misleading practices to generate referrals or inflate metrics.

Content, Health Claims & Intellectual Property

32. The Referral Partner must not make false or misleading fitness, health, weight-loss, medical, or income claims when promoting KWORKOUT. All testimonials and results shared must be truthful and substantiated.

33. The Referral Partner must clearly disclose their financial relationship with KWORKOUT when promoting the platform or sharing referral links in any endorsement, review, recommendation, social post, email, video, or similar promotional context. Disclosures must be clear, conspicuous, and in the same language as the promotion, in compliance with FTC Endorsement Guides (16 CFR Part 255) and equivalent local regulations.

34. The Referral Partner grants the Company a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, and display any promotional content (workouts, videos, images, posts) created for or about KWORKOUT for marketing and promotional purposes.

35. The Referral Partner must not disclose any non-public information about KWORKOUT's business, technology, users, revenue, or internal operations obtained through participation in the Coach Program.

36. The Referral Partner must handle any user data encountered through the Coach Program in compliance with applicable privacy laws (including GDPR and CCPA where applicable) and must not sell, share, or misuse user information for any purpose outside the Coach Program.

Compliance & Sanctions

37. The Referral Partner must comply with all applicable local, national, and international laws, including but not limited to consumer protection, advertising standards, anti-corruption, and data privacy regulations.

38. The Referral Partner must not promote KWORKOUT to, or transact with, persons or entities located in OFAC-sanctioned countries or jurisdictions, or any individuals or entities on U.S. Treasury restricted-persons lists.

Termination & Liability

39. KWORKOUT reserves the right to terminate a Referral Partner's participation at any time, with or without cause. In the case of fraud, misrepresentation, or violations of these terms, KWORKOUT reserves the right to withhold all pending commissions.

40. Upon termination, the Referral Partner must immediately cease using KWORKOUT branding and remove any KWORKOUT-related content from channels within their control.

41. The Referral Partner agrees to indemnify and hold harmless the Company, its officers, directors, and affiliates from all third-party claims, damages, losses, and legal costs arising from the Referral Partner's actions, content, or violations of these terms.

42. The Company is not liable for service interruptions, downtime, platform changes, or Stripe Connect processing issues beyond its control.

43. The Company may update these terms at any time. Continued participation after notice of changes constitutes acceptance of the updated terms.

Governing Law, Disputes & Limitation of Liability

44. This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict-of-laws principles.

45. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with the arbitration held in the State of Oklahoma. Each party bears its own costs unless the arbitrator awards otherwise.

46. The Referral Partner waives any right to participate in a class action, class arbitration, or any other representative proceeding against the Company.

47. The Company's total aggregate liability under this Agreement shall not exceed the total commissions actually paid to the Referral Partner in the twelve (12) months immediately preceding the claim. In no event shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages.