Referral Network Terms & Conditions
The MSP Corp Referral Network Terms and Conditions (the “Terms”) apply to a Referrer’s participation in the MSP Corp Referral Network Program (the “Program”). By participating in the Program, Referrers accept the Terms in their entirety as outlined herein and consistent with any other terms applied to the Program from time to time.
MSP Corp Investments Inc. (“MSP Corp”) reserves the right in its sole discretion to amend, suspend or terminate the Program and the Terms at any time.
In accepting, Referrer acknowledges that the Terms were expressly brought to their attention.
The Program is not directed to persons under the age of majority. If you are under 18 years of age, you may not access or participate in the Program at any time or in any manner.
A Qualified Referral is a Company that Referrer introduces to MSP Corp which meets the following requirements:
- The Company has never entered discussions with MSP Corp or with any of its subsidiaries, parent or affiliated companies (the “Group Companies”) for the purpose of exploring an Acquisition Transaction, as defined below, or has never responded to MSP Corp or the Group Companies’ request to enter such discussions;
- The Company and the Referrer are not the same person, are not controlled by the same person, and one is not the subsidiary of the other;
- The Company does not have an employee relationship with the Referrer, and the Referrer is not a contractor, mandatary, director, shareholder or officer of the Company; and
- The Company and the Referrer are not bound by an investment advisory arrangement. The Referrer is not an investment bank, a merger and acquisition advisor, a broker or a similar person acting on behalf of the Company.
An Acquisition Transaction means (i) any transaction or series of related transactions in which the majority of a Qualified Referral’s share capital is transferred, (ii) the sale or other disposition in a single transaction or series of related transactions of all or substantially all of a Qualified Referral’s assets or intellectual property, or (iii) the sale, transfer or disposition in a single transaction or series of related transaction of all or substantially all of the assets or intellectual property of a division or a business unit of a Qualified Referral.
In the event that more than one Referrer refers the same Qualified Referral and MSP Corp or the Group Companies close an Acquisition Transaction relating to that Qualified Referral, the Reward (as defined herein) will be awarded to the first Referrer based on the time stamp of the submission and in accordance with the Terms.
A Referrer will not qualify for or be given a Reward if the Referrer is a counter-party, or an affiliate of the counter-party in an Acquisition Transaction relating to the Qualified Referral they referred to MSP Corp.
If MSP Corp or the Group Companies close an Acquisition Transaction relating to a Qualified Referral within 18 months of Referrer’s introduction (the “Transaction”), Referrer will be entitled to a cash consideration (the “Reward”).
The Reward will be determined according to the Qualified Referral’s trailing twelve (12)-month total revenue as of the Acquisition Transaction closing date (the “Total Revenue”).
If the Total Revenue is between $0 and $2,000,000, the Referrer will be entitled to a Reward of $30,000. If the Total Revenue is greater than $2,000,000, the Reward will be increased by $15,000 for every $1,000,000 increase over $2,000,000, provided that the Reward may not surpass $250,000. Currency is expressed in Canadian Dollars.
The Reward will be paid to the Referrer within thirty (30) days of the closing date of the Acquisition Transaction in immediately available funds. Referrer will be notified via e-mail of the Reward when the Acquisition Transaction closes. Save for the Total Revenue, MSP Corp is not obliged to share any information or documents relating to the Qualified Referral or the Acquisition Transaction or divulge any of its terms, conditions or any other matters deemed confidential. Referrer shall enter into a non-disclosure agreement with MSP Corp and the Qualified Referral, which prohibits the Referrer from divulging to third parties the Total Revenue.
Rewards may be taxable, depending on the value of the item and the federal, provincial, state and local tax laws applicable to the Referrer.
Referrers are solely responsible for reporting such items on their tax returns and paying any associated tax liability. Sales taxes, such as HST, QST, or GST, may also be applicable. Referrers are solely responsible for such sales taxes.
MSP Corp cannot guarantee complete confidentiality or security for information that is transmitted electronically. By submitting your personal information, you acknowledge that MSP Corp is not responsible for any damages or losses you may suffer as a result of your electronic transmission of confidential or sensitive information to us.
MSP Corp shall be the sole determiner of suspected abuse, fraud or breach of the Terms or breach of the intent of the Program and reserves the right, in its sole discretion, to prohibit Referrers who engage or attempt to engage in such conduct from participating in any aspect of the Program.
Referrer may not provide information that infringes on any fiduciary relationship, trade secret, non-disclosure agreement, or other proprietary rights of any party and may not violate any law or contractual duty in the disclosure of information. MSP Corp reserves the right to disqualify any Referrer at any time from participation in the Program if MSP Corp has a good faith belief that a Referrer has violated any of these Terms.
The Program does not obligate MSP Corp to accept, pursue or close any Acquisition Transaction with Qualified Referrals. MSP Corp makes no representations at any time that it will enter a transaction with a Qualified Referral and is in no way liable if an introduction to a Qualified Referral does not lead to an Acquisition Transaction.
Referrers agree to hold harmless MSP Corp and the Group Companies together with their respective employees, directors, officers, shareholders, and agents from any and all claims, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to their participation in the Program.
Relationship of the Parties
These Terms will not be interpreted or construed as creating or evidencing any association, joint venture, partnership or similar relationship between MSP Corp and the Referrer or as imposing any obligation or liability not expressly provided in these Terms. Neither party has any authority of any kind to bind the other in any respect and neither party may represent themselves as having such authority.
The Program does not grant exclusive rights to the Referrer to act as a referrer on behalf of MSP Corp and the Referrer shall have no rights under any other agreement entered into by MSP Corp with other parties.
These Terms set forth the entire understanding and agreement between the parties. If the Referrer does not agree with any part of these Terms, they must immediately refrain from participating in the Program. Any finding of illegality, invalidity or unenforceability of any term shall not affect the legality, validity or enforceability of any other provision or term. Referrer may not assign or otherwise transfer any rights in the Program without MSP Corp’s prior written consent. The laws of the Province of Ontario will govern the Terms. Any claim, cause of action or dispute arising out of or relating to the Program shall be resolved exclusively in Toronto, Ontario.