Artisan Curator Agreement

KNYT, Inc. ARTISAN-CURATOR REFERRAL FEE AGREEMENT

This Referral Fee Agreement (“Agreement”) is entered into as of the date set forth below (“Effective Date”) by, between, and among the individual or entity set forth below denominated a Connection Curator (“Curator”), the individual or entity set forth below denominated a Trusted Artisan (“Artisan”), and KNYT, Inc. (“KNYT”). KNYT, Curator, and Artisan may each be referred to as a “Party” and collectively as the “Parties.”

1. PURPOSE

KNYT owns and operates the KNYT Platform as defined in the KNYT Terms of Service (“TOS”), to which each of Curator, Artisan, and all authorized Users must at all times be subscribed during the Term of this Agreement (as hereinbelow defined). This Agreement shall be governed and interpreted in accordance with the definitions, terms, and conditions of the TOS (including all other agreements incorporated therein). Curator is also subject to another agreement governing its relationship with KNYT (“Curator Agreement”). Nothing in this Agreement may be interpreted to extend, amend, alter, or undermine the terms and conditions of TOS or the Curator Agreement and Curator’s participation on the KNYT Platform, which is subject at all times to KNYT’s oversight and approval.

In accordance with the Curator Agreement, Curator is responsible to recruit and vet any number of Trusted Artisans (subject to KNYT’s general oversight and right but not obligation of approval), who may be competitive with one another. By this Agreement, Curator and Artisan set forth the terms and conditions of Artisan’s participation on the KNYT Platform in connection with Curator. Trusted Artisans may be subject to contractual relationships with any number of Connection Curators.

Curator may from time to time introduce potential customers to Artisan for services provided by Artisan (each a “Referred Client”). Artisan agrees to compensate Curator for successful referrals in accordance with this Agreement. The Parties intend that this Agreement reflect a legitimate marketing and referral arrangement and comply with all applicable consumer protection, licensing, and anti-kickback laws.

2. PROCESS

Simultaneous with execution of this Agreement, Artisan shall (i) execute an acknowledgement and agreement to be bound by the TOS, Privacy Policy, and all other relevant terms and conditions pertaining to the KNYT Platform, including but not limited to establishment and maintenance of a KNYT Score, and (ii) establish a User log-in, credentials, and informational page as a Trusted Artisan, which credentials Artisan shall maintain in a fully up-to-date fashion in respect of location, contact information, and all relevant licenses.

From time to time, Curator may receive requests for referrals by contacts, clients, and customers (each a “Solution Seeker” and also defined herein as a “Client”) to perform certain services or provide certain products or materials (each, a “Project”). When, in Curator’s sole and exclusive discretion, Artisan is a potentially appropriate candidate for a referral to carry out the Project on behalf of the Client, Curator will, exclusively using the KNYT Platform, issue a Project Request (“PR”) to Artisan via a form on the KNYT Platform (“PR Form”), which PR shall describe in reasonable detail the nature of the Project and provide a deadline for response (“RD”). For purposes of the PR, the Curator retains the sole and exclusive option to elect to retain the anonymity of the Client.

The Artisan shall have the option of (i) requesting additional information from the Curator in respect of the Project, which information will be supplied by Curator in a timely fashion if reasonably commercially available, all via the PR Form; (ii) declining the PR via the PR Form; or (iii) providing a competitive responsive quote for the Task (“Bid”) via a separate form on the KNYT Platform (“Bid Form”). If Artisan does not respond to the PR by the RD or declines to supply a quote, Curator shall have no further obligation to Artisan in respect of the Task. If Artisan supplies a Bid, Curator shall review the Bid via the Bid Form and, in the exercise of commercially reasonable oversight and discretion, determine whether to supply the Bid Form to the Client. Curator may supply a given Client more than one Bid Form from more than one Trusted Artisan for any given Project.

If the Curator does not supply the Bid Form to the Client, Curator shall so notify the Artisan via the Bid Form, and Curator may, but is not obligated to, provide reasons for rejecting the Bid and/or the opportunity for Artisan to provide revisions to the Bid Form. If the Curator does supply the Bid Form (original or revised) to the Client, Curator shall so notify the Artisan via the Bid Form. (The Project Request and Bid Form forms may be combined with respect to various communications via the Platform as the KNYT technology evolves.)

If the Client accepts a Bid via the Bid Form by and through the Curator (or if this acceptance happens directly between the Artisan and Client), Curator or KNYT shall so notify the Artisan and connect the Client (now a Referred Client) and the Artisan via the KNYT Platform through the creation of a Project status form (“PSF”) that allows both Referred Client and Artisan to track and update the progress of the provision of the goods and services regarding the Task from contracting to completion. Referred Client’s participation in the execution of the PSF over the course of performance is optional. Artisan’s participation is mandatory, and Artisan shall maintain and update the status of the Project in a commercially reasonably timely fashion via the PSF from start to finish.

IMPORTANT: All enforceable agreements and contracts for the provision of goods and services between the Artisan and Referred Client in respect of any given Project must be documented directly between Artisan and Referred Client separate and apart from the KNYT Platform in the ordinary course of Artisan’s business. Nothing on the KNYT Platform, including but not limited to any PR, PR Form, Bid, Bid Form, or PSF, creates or documents an enforceable contractual relationship between Artisan and any Client. The function of the KNYT Platform is to bring together Solution Seekers and Trusted Artisans through referrals via Connection Curators and to create an enforceable referral fee contract between Artisan and Curator. The PSF is solely a tracking form to show progress on the KNYT Platform in respect of an independent agreement between Artisan and Referred Client in respect of a given Project; it is not an enforceable agreement between Artisan and Referred Client. It is Artisan’s sole obligation to secure commercially reasonable written agreements, including any revisions, amendments, additions, change orders, and the like with the Client in respect of the Project and to accurately reflect all of those and the progress of Project completion via the PSF.

Upon completion of the services described in the PSF, as same may be revised from time to time, and upon payment to Artisan of the agreed upon fee for such services by Referred Client, Artisan shall make payment to KNYT on behalf of Curator of the Referral Fee as defined and set forth below via the KNYT Portal either directly or via the use of a Third Party Payment Processor (i.e., Stripe).

3. REFERRAL FEE

For each Referred Client who engages Artisan for services in respect of a Task as a direct result of Curator’s introduction, Artisan shall pay Curator a referral fee equal to the percentage set forth below, based on the gross compensation actually received by the Artisan from that Referred Client for the applicable Task (the “Referral Fee”).

• $10.00 - $999.00 = 20%
• $1,000.00 - $2,999.00 = 15%
• $3,000.00 - $999,999.00 = 10%
• $1,000,000.00 and above = 5%

Unless otherwise agreed in writing, the Referral Fee applies to:

• The initial Task resulting from the referral, and
• Any additional projects performed by the Artisan for the same Referred Client within twelve (12) months of the referral.

4. PAYMENT TERMS

Referral Fees shall be paid by Artisan in full to KNYT via the KNYT Portal within fifteen (15) days after Artisan receives payment from the Referred Client. KNYT shall provide payment to Curator in accordance with the terms of the Curator Agreement. In respect of any payment of Referral Fees, Artisan shall provide KNYT and Curator with a written statement on a payment form on the KNYT Platform (or KNYT may initiate an automatic invoice to Artisan) setting forth the following:

• Referred Client name
• Task description
• Amount paid by the Referred Client
• Referral Fee calculation

KNYT and Curator may request reasonable supporting documentation relating to referral payments no more than once per Project, not including quarterly requests for payment documentation and status update that KNYT may issue at its option and discretion and to which Artisan and Curator shall respond in a timely and commercially reasonable fashion.

Payments will be paid and received by an authorized Third-Party Payment Provider (e.g., Stripe), and Artisan and Curator shall be responsible for maintaining all necessary and up-to-date financial information sufficient for the Third-Party Payment Provider and/or KNYT to facilitate all transactions in connection with payment of Referral Fees.

5. TAX REPORTING

Curator and Artisan each act in all respects as an independent contractor, and no relationship of employment, joint venture, partnership, or other relationship other than as independent contractors availing themselves of the KNYT Platform shall be interpreted in respect of any of the Parties.

Referral Fees constitute compensation for marketing and referral services. Artisan may issue IRS Form 1099-NEC or other required tax reporting forms. Curator is responsible for all taxes arising from Referral Fees.

6. NO AGENCY OR BROKERAGE RELATIONSHIP

Curator is not an employee, agent, contractor, or representative of Artisan. Curator has no authority and shall not:

• Negotiate contracts on behalf of Artisan
• Bind Artisan to any agreement
• Represent itself as acting on behalf of Artisan

All service agreements shall be entered directly between Artisan and the Referred Client.

7. CONSUMER DISCLOSURE

To promote transparency, Curator agrees that when reasonably appropriate Curator will disclose to the Referred Client that Curator may receive a referral or marketing fee if the client hires Artisan. The Parties acknowledge that Curator’s referral is intended as a general recommendation only, and that the Referred Client is free to choose any contractor or service provider.

8. LICENSING AND INSURANCE REPRESENTATIONS

Artisan represents and warrants that:

• Artisan holds all licenses required by applicable law to perform the services offered;
• Artisan maintains commercially reasonable liability insurance and any legally required bonding;
• Artisan will perform all services in compliance with applicable laws, building codes, and industry standards.

Artisan shall remain solely responsible for all work performed for any Referred Client.

9. NO MISREPRESENTATION

• Curator agrees not to make any false or misleading representations about Artisan’s services.
• Artisan shall not represent that Curator guarantees the quality, safety, or results of Artisan’s work.

10. NON-CIRCUMVENTION/KNYT Score™

Artisan acknowledges that the value of this Agreement arises from Curator’s introductions and marketing relationships and the provision of the KNYT Platform by KNYT to facilitate such introductions. To that end, all Parties are required to treat one another professionally, ethically, and in accordance with the intent, terms, and condition of this Agreement, the TOS, and any other applicable agreements or arrangements, including but not limited to participation in and agreement to the development by KNYT of a KNYT Score™ for Curator and Artisan.

Accordingly, and in furtherance thereof, Artisan agrees that if Curator introduces a Referred Client:

• Artisan will endeavor to include KNYT and Curator in future potential tasks involving any Referred Client and will use commercially reasonable efforts to encourage any Referred Client to include and track future potential tasks on the KNYT Platform even if not set for competitive bidding;
• Artisan will not circumvent Curator in order to avoid paying the Referral Fee; and
• Referral Fees shall apply to projects performed for the Referred Client within twelve (12) months of the initial introduction.

Further, Artisan and Curator mutually agree to participate in (and to encourage Referral Client participation in) the mutual review process by which a KNYT Score™ will be created and maintained on behalf of all Users. Accordingly, and in furtherance thereof, Artisan agrees to the development of a KNYT Score™ and acknowledges and agrees to all terms and conditions governing the KNYT’s development of that KNYT Score for each participant via its proprietary algorithm using data from relevant CARAs and other sources and as otherwise might be set forth in any agreement in that regard (the “KNYT Score Agreement”). If you do not agree to acknowledge and accept the creation of a KNYT Score™, do not enter into this Agreement and do not engage with the KNYT Platform.

11. COMPLIANCE WITH LAW

The Parties intend that this Agreement comply with all applicable federal, state, and local laws. The Referral Fee is intended as compensation for legitimate referral and marketing services and is not intended to constitute illegal kickbacks, improper fee splitting, or conduct prohibited by contractor licensing laws or consumer protection statutes.

If any provision of this Agreement would violate applicable law, that provision shall be modified or not applied to the extent necessary to remain compliant.

12. INDEPENDENT CONTRACTOR STATUS

The Parties are independent contractors. Nothing in this Agreement shall create:

• a partnership
• joint venture
• employment relationship
• fiduciary relationship

13. INDEMNIFICATION

In accordance with the terms of the TOS, and in furtherance but not limitation thereof, each Party shall indemnify and hold harmless the other Party or Parties from claims, damages, or liabilities arising from:

• that Party’s breach of this Agreement
• that Party’s violation of applicable law
• that Party’s misrepresentations or misconduct

Artisan shall remain solely responsible for the quality, safety, and legality of services performed for any Referred Client, and all such services shall be carried out pursuant to an independent contract between Artisan and Client that does not include KNYT or Curator as a party thereto.

UNDER NO CIRCUMSTANCES will KNYT or Curator be obliged, responsible, or liable for any claim, loss, damages, or injury (“Claims”) of any kind to Artisan or any Referred Client in association with any services provided by Artisan to any Referred Client, and Artisan will indemnify and defend Curator and KNYT against any Claims, including all costs of responding to any Claim, including but not limited to attorneys’ fees and other costs of litigation or potential litigation.

14. TERM AND TERMINATION

This Agreement shall become effective on the effective date (“Effective Date”) set forth below and shall continue until terminated by any Party by notice to both other Parties in writing and/or via the KNYT Platform. This Agreement is terminable at will by both Artisan and Curator, but termination shall not affect Curator’s right to receive Referral Fees for referrals made prior to termination. KNYT reserves the right to terminate this Agreement directly upon notice to both Artisan and Curator and/or by termination of User status for either or both of Artisan and Curator at will, in KNYT’s sole and exclusive discretion, for any reason (including but not limited to breach of this Agreement, the TOS, any other applicable agreement, due to Solution Seeker complaint or comment, based on KNYT Score™, or for other alleged unethical or unprofessional behavior) or for no reason at all.

15. CONFIDENTIALITY

Each Party agrees to keep confidential any non-public business information obtained through this relationship.

16. ARBITRATION

Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the TOS.

17. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California and otherwise in accordance with the TOS.

18. ENTIRE AGREEMENT

Except with respect to the TOS, Acceptable Use Policy, Curator Agreement, KNYT Score™ Agreement, and any other applicable agreements in respect of use of the KNYT Platform, this Agreement constitutes the entire understanding between the Parties regarding referral services and supersedes all prior discussions or agreements.

This Agreement may only be amended in writing signed by all Parties and executed on the KNYT Platform.

19. COUNTERPARTS

This Agreement may be executed in counterparts and by electronic signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written below.

CURATOR

BY: _____________________________ (Electronic Signature)

Authorized User Name:

Entity Name:
Address:

Email:

Phone:

Additional Information:

ARTISAN

BY: _____________________________ (Electronic Signature)

Authorized User Name:

Entity Name:
Address:

Email:

Phone:

License Number:

Additional Information:

EFFECTIVE DATE: ________________

Additional Notes:

ACKNOWLEDED AND AGREED:

KNYT, INC.

BY: _____________________________ (Electronic Signature)

Name:
Date: