Valsoft Referral Network Terms and Conditions

The Valsoft Referral Network Terms and Conditions (the “Terms”) apply to a Referrer’s participation in the Valsoft 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. Valsoft Corporation Inc. (“Valsoft”) reserves the right in its sole discretion to amend, suspend or terminate the Program at any time.

In accepting, Referrer acknowledges that the Terms were expressly brought to their attention.

Eligibility

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.

Qualified Referrals

A Qualified Referral is a Company that Referrer introduces to Valsoft which meets the following requirements:

• 1. The Company has never entered discussions with Valsoft 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 Valsoft or the Group Companies’ request to enter such discussions;
• 2. 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;
• 3. 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
• 4. 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.

Reward

If Valsoft 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 $150,000. Currency is expressed in United States 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, Valsoft 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 Valsoft 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.

Privacy

Participation in the Program requires a Referrer to submit personal information. The personal information will be collected, processed and used in accordance with Valsoft’s Privacy Policy. No personal identifiable information will be shared with any third party and Valsoft will take reasonable steps to ensure that the personal identifiable information is protected against loss, unauthorized access, use, modification or other misuse.

Disqualifying Actions

Valsoft 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. Valsoft reserves the right to disqualify any Referrer at any time from participation in the Program if Valsoft has a good faith belief that a Referrer has violated any of these Terms.

Liability

The Program does not obligate Valsoft to accept, pursue or close any Acquisition Transaction with Qualified Referrals. Valsoft 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 Valsoft 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 Valsoft 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.

Miscellaneous

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 Valsoft’s prior written consent. The laws of the Province of Quebec will govern the Terms. Any claim, cause of action or dispute arising out of or relating to the Program shall be resolved exclusively in Montreal, Quebec.