KitchenSync Referral Program Terms & Conditions

The following terms & conditions, last updated on February 6, 2025, govern the relationship between KitchenSync, LLC, a California Limited Liability Company with offices at 7409 Beverly Blvd, Los Angeles, CA 90036, (“KitchenSync” or the “Company”) and official referral partners of KitchenSync, each a “Strategic Partner”. 

KitchenSync and Strategic Partner agree as follows:

  1. Customers and Customer Agreements

    a. Recruitment of Customers. Strategic Partner shall use its best efforts to locate, investigate, and refer customers which Strategic Partner believes to be likely candidates to purchase products or services offered by KitchenSync. 

    b. Definition of a Referred Customer. For purposes of this Agreement, a Referred Customer shall mean any party introduced via email or scheduled meeting by the Strategic Partner to an employee of KitchenSync (i) during the Term of this Agreement; (ii) which has not, within the twelve (12) months prior to introduction by the Strategic Partner, contacted, been contacted by, conducted business with, or been introduced to KitchenSync or its principals; and (iii) that enters into a Customer Agreement with KitchenSync within twelve (12) months of an introduction by the Strategic Partner.

    c. Approval of Customers. KitchenSync shall review all applications submitted by prospective customers referred by Strategic Partner. KitchenSync reserves the right, in its sole discretion, to refuse to approve the application of any customer referred by Strategic Partner.

    d. Customer Agreement. Customer Agreements shall be on forms provided by KitchenSync and shall define the terms upon which KitchenSync will provide products or services to Referred Customers. 

    e. Products & Services Provided By KitchenSync.  KitchenSync shall offer to Referred Customers any and all products and services that KitchenSync would otherwise make available to an equally qualified customer introduced to KitchenSync by any other means. The pricing of all products and services offered to Referred Customers shall be consistent with the pricing offered to equally qualified customers introduced to KitchenSync by any other means.

2. General

a. Governing Law. This Agreement shall be subject to and governed by the substantive laws of the State of California without regard to conflict of law principles.

b. Attorneys’ Fees.  In any action to enforce this Agreement, the prevailing Party shall be awarded its reasonable attorneys’ fees, court or arbitration costs. 

c. Entire Agreement. This Agreement, inclusive of Schedule A, constitutes the entire agreement between these Parties with respect to the subject matter herein and there are no representations, inducements, promises, agreements, arrangements, undertakings, oral or written, between the Parties other than those expressly set forth in this Agreement. No agreement of any kind shall be binding upon either Party until the same has been made in writing and duly executed by both Parties. 

d. Independent Contractors. Strategic Partner acknowledges and agrees that during the term of this Agreement, all employees of Strategic Partner, including agents/representatives of Strategic Partner performing services for the benefit of this Agreement are in no way employees of KitchenSync. Furthermore, Strategic Partner is itself not an employee of KitchenSync, and remains responsible for any tax obligations related to monies received in pursuit of this Agreement. 

e.Force Majeure. Neither party shall be liable to the other for any failure or delay in its performance of this Agreement in accordance with its terms if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party. 

f. Waiver. Any waiver or delay by any party hereto in asserting or exercising any right shall not constitute a waiver of any further or other rights of said party. 

g. Severability. If any provision of this Agreement is found illegal, invalid or unenforceable, such finding will not affect any other provision hereunder. This Agreement shall be deemed modified to the extent necessary to render enforceable the provisions hereunder. 

h. Term of Agreement. The term of this Agreement shall be for a period of six (6) months commencing from the date of this Agreement (the “Term”). Thereafter, the Term of this Agreement shall renew automatically for additional one month terms (each an “Extension Term” and together with the initial Term referred to as the Term), unless any party hereto provides the other parties written notice of intent not to renew this Agreement at least thirty (30) days prior to the expiration of the then current Term. 

3. Assignment.

This Agreement and the terms and benefits set forth hereunder may not be assigned without the written consent of both parties. 

4. Confidentiality.

Strategic Partner and KitchenSync each agree that it will retain in strictest confidence all information and data belonging to or relating to the business of the other parties to this Agreement, whether designated confidential or not (including without limitation the terms of this Agreement and information related to KitchenSync’s pricing), and that each party will safeguard such information and data by using the same degree of care and discretion that it uses with its own data that such party regards as confidential.

5. Compensation to Strategic Partner.

a. Commissions. KitchenSync shall pay to Strategic Partner commissions in accordance with Schedule A. 

b. Invoice & Payment Terms. KitchenSync will be solely responsible for maintaining records detailing all Strategic Partner commissions accrued on a customer by customer basis for each calendar month. KitchenSync will remit payment to Strategic Partner of all commissions earned in accordance with the terms and conditions of this Agreement within sixty (60) days of a Referred Customer’s first payment to KitchenSync.

Schedule A: Commissions

Following each of the the first twelve (12) months of a Referred Customer’s relationship with KitchenSync, KitchenSync shall pay to Strategic Partner a monthly commission equal to:

  • ten percent (10%) of the contracted recurring service fees collected from the Referred Customer over the course of the preceding month, provided that Strategic Partner was acting as an intermediary between KitchenSync and the Referred Customer during that month

  • ten percent (10%) of the contracted recurring service fees collected from the Referred Customer over the course of the preceding month, if Strategic Partner has referred to KitchenSync more than 10 restaurant locations over the course of the preceding 12 months, or

  • in all other cases, five percent (5%) of the contracted recurring service fees collected from the Referred Customer over the course of the preceding month