Referral Program Registration

Terms and Conditions

The following terms apply to your participation in the Krypt Referral Program. By clicking "ACCEPT" you are agreeing to follow the terms and conditions in this Agreement. This Agreement is between VPLS Inc. (herein referred to as "VPLS" or "we") and the Referral Partner who signs below ("you" or "Referral Partner").

1. Who can participate? Users from around the world may participate however residents of the United States must complete and fill in IRS Form W-9.

2. Definitions:

"Lead" is the potential customer to whom the Referral Partner recommends VPLS for services. The term Lead extends, without limitation to the Prospect's parent VPLS and subsidiaries and / or affiliate entities, which are directly and indirectly controlled by the Prospect.

If a duplicate Prospect or Lead is submitted by the Referral Partner, the Referral Partner who submitted the lead first as indicated by the date and time-stamp associated with the Lead will be the only entity eligible for commission payments.

"Referral Partner" is the person or entity who is referring the Leads and customers to VPLS. Referral Partners act independent of VPLS and not on behalf of VPLS. This means that the Referral Partner may not make assumptions or representations about VPLS and it's services without consulting with VPLS.

The Referral Partner must submit the New Lead Registration form at https://my.krypt.com/ under the Referral header. It is the Referral Partner's responsibility to provide accurate information with regards with the Lead's contact information and desired services as well as qualifying information on the Lead. All Leads are approved and rejected depending on the criteria above for new Leads and at the discretion of VPLS.

VPLS' Sales team may choose to contact the Lead with or without the Referral Partner depending on coordination and deal size. The Referral Partner should make every effort to promote VPLS services to the Lead.

Once the Lead agrees to purchase services from VPLS, a contract and agreement will be drawn up and executed. The Lead now turned New Customer must maintain a minimum of ninety (90) consecutive calendar days of service and clear account balance.

3. Relationship:

VPLS and Referral Partner are independent contractors and nothing contained in these Terms and Conditions places VPLS and Referral Partner in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever. Referral Partner is solely responsible for all expenses associated with referring Leads to VPLS.

VPLS may from time to time provide to the Referral Partner promotional materials with respect to one or more of the VPLS's services, and the Referral Partner may use and display such promotional materials in promoting the applicable services to leads. The Referral Partner may, at its own expense, provide materials and advertising to promote VPLS's services; provided that such promotional materials have been pre-approved in writing by VPLS in each instance and comply with all applicable laws, rules and regulations, and all trademark and other VPLS rules and policies. In no event shall the Referral Partner use VPLS or any VPLS subsidiaries' name in any mass mailings that could reasonably be considered spam without the prior written consent of VPLS.

The Parties shall exercise a duty of good faith and fair dealing between one another during the life of this Agreement. VPLS will provide information about itself and its business to reasonably enable the Referral Partner to make a fair and accurate representation to the Prospect about VPLS's business. The Referral Partner warrants that any information subsequently provided to third parties or Leads about VPLS will be accurate based on information actually received from VPLS and that such Referrals will reasonably reflect a real and legitimate business opportunity for VPLS.

Nothing in this Agreement shall require the Referral Partner to refer Leads to VPLS or to engage in any activities on behalf of or for the benefit of the VPLS.

The Parties are free to enter into similar agreements with other people and entities. The Parties further agree that no exclusive arrangement is implied or agreed to as a result of the VPLS agreement to pay commissions for successful referrals hereunder.

4. Commission:

Commissions will be paid out to Referral Partner for all qualified and approved Leads. Commission payouts will not be paid for the following:

Prepayment plans for Quarterly, Semi Annual, Annual which are entitled to 10%, 15%, 25% discount respectively are treated under the Month-to-Month Service Plan and are entitled to a 3% payout.

Commission payouts will only be issued in the form of Account Credits for any Referral Partner with services with VPLS. For Referral Partners that are not customers, payment will be made via PayPal. No commission payouts will be paid for accounts that are past due or for accounts that are cancelled before the conditions in the Successful Referral which are: minimum of ninety (90) consecutive calendar days of service and clear account balance.

Annual Contract Service Plans

Annual Contract service plans require a minimum of twelve (12) months contract and a minimum value of $1,000.00. Qualified contracts must be off the list price (public web prices) without discounts or promotions applied. VPLS reserves the right at its discretion to modify and reduce the commission rates accordingly.

Monthly Recurring Revenue (MRR) Monthly Commission Payout
$1,000.00 to 4,999.99 8%
$5,000.00 to $9,999.99 10%
$10,000.00 to 19,999.99 12%
$20,000.00 and over 15%

For example:

Monthly Recurring Revenue (MRR) Monthly Commission Payout
$1,000.00 $80.00
$5,000.00 $500.00
$12,000.00 $1,440.00
$30,000.00 $4,500.00

Commission payouts for Annual Contracts are paid on a monthly basis for the duration of the contract. Payments are made a month following the service plan renewal date. All commission payments are paid in US Dollars or the equivalent rate of based on PayPal.

Commissions paid on a qualified contract that is terminated by the customer other than for Company's breach, or is terminated by Company for customer's breach must be refunded back to VPLS.

Referral Partner shall bear all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated or imposed on it as a result of the existence or operation of any commission payment it receives or related in any way to the Referral Partner Program, including any income, sales, or use tax on profits which may be levied against it.

Month-to-Month Service Plans

Service orders that do not include a contracted term falls in the definition of Month-to-Month Service Plans. VPLS reserves the right at its discretion to modify and reduce the commission rates accordingly in the event significant discounts are applied.

Monthly Recurring Revenue (MRR) One Time Commission Payout
$100.00 and over 3%

For example:

Monthly Recurring Revenue (MRR) One Time Commission Payout
$100.00 $3.00
$5,000.00 $150.00

Commission payouts for Month-to-Month Service Plans are paid on a monthly basis. Payments are made a month following the service plan renewal date. All commission payments are paid in US Dollars or the equivalent rate of based on PayPal.

5. License

Subject to this Agreement and its terms, VPLS hereby grants to Referral Partner a royalty-free, non-exclusive, non-transferable and revocable license for the term of this Agreement to use the Marks, and associated materials, language or code known as "Marketing Materials" for the sole purpose of promoting services offered by VPLS to Leads. VPLS may revoke this license at any time by giving the Referral Partner prior written notice via email.

6. Term and Termination

The initial term of this Agreement will begin on the date you click “Accept” to accept the terms and conditions of this Agreement and will continue for twelve (12) months. On expiration of the initial 12-month term, the Agreement will automatically renew for consecutive twelve (12) month renewal terms unless either party gives the other written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the Initial Term or then-current renewal term, as applicable. Either of us may terminate this Agreement prior to expiration, with or without cause, by giving the other party thirty (30) calendar days advance written notice. Each of us agrees to stop using the other party’s Marks as soon as reasonably possible following receipt of a notice of non-renewal or termination, and in all events by the effective date of expiration or termination of the Agreement.

7. Confidentiality

Each of us agrees not to use the other’s Confidential Information except in connection with the performance of this Agreement, the exercise of our respective legal rights under this Agreement, or as required by law. VPLS may use your Confidential Information to the extent necessary to provide the services contracted for under a New Contract and as necessary to generally manage its business with respect to the provision of such services.

Each of us agrees not to disclose the other’s Confidential Information to any third person except as follows: (i) to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement, (ii) to a law enforcement or government agency if requested, or if either of us reasonably believes that the other’s conduct may violate applicable criminal law; (iii) as required by law; or (iv) in response to a subpoena, court order or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven (7) calendar days prior to disclosing Confidential Information under this Subsection (or prompt notice if seven (7) calendar days advance notice is not reasonably feasible), unless the law forbids such notice. Neither party will make any public statements, press releases or other public announcements regarding the parties’ relationship and any terms and conditions under this Agreement without the prior written consent of the other party. Such consent shall not be unreasonably withheld.

8. Limitation of Liability

IN NO EVENT WILL COMPANY’S LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR RELATED TO THE REFERRAL PARTNER PROGRAM, WHETHER IN CONTRACT, OR TORT, OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO REFERRAL PARTNER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. COMPANY SHALL NOT BE LIABLE IN ANY WAY TO THE REFERRAL PARTNER OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON- PERFORMANCE OF THESE TERMS AND CONDITIONS, OR FOR ANY CLAIM AGAINST REFERRAL PARTNER BY A THIRD PARTY, REGARDLESS OF WHETHER REFERRAL PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

9. Indemnification of Company

Referral Partner shall defend, indemnify and hold harmless Company, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Company Indemnities”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Company Indemnities may suffer, incur or sustain resulting from or arising out of (i) Referral Partner’s breach of any representation, warranty, or covenant contained in these Terms and Conditions, (ii) services provided by the Referral Partner to any VPLS customer, and (iii) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by Referral Partner pertaining to VPLS’ services.

10. Modification

Company may modify the content, terms, and conditions of this Referral Partner Program from time to time. Referral Partner should visit Company’s web site at from time to time to stay abreast of such changes. Any change to this Referral Partner Program will be effective immediately when posted to Company’s website.

11. Non-Solicitation

You agree that during the term of this Agreement (Initial Term plus any renewal terms) and for twelve (12) months following expiration or termination of this Agreement, you will not solicit or encourage any New Customer to move their Hosting Services account to another provider, unless VPLS has failed to perform its obligations under its agreement with the New Customer. Nothing in this Section prohibits the New Customer from initiating a move of its Hosting Services account, or prohibits you from soliciting the New Customer for services other than the hosting service for which the New Customer was referred.

12. Miscellaneous

Neither party grants the other any rights to any of its intellectual property except for the license to use the Marketing Materials described in this Agreement. Each party shall retain all right, title, and interest in and to its intellectual property, including intellectual property that it may develop during the term of the Agreement. Except as expressly set out otherwise, this Agreement may be amended only by a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. There are no third party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, provided that the Agreement without the unenforceable provision(s) is consistent with the material economic incentives of the parties leading to the Agreement.