PROPERTY MANAGEMENT REFERRAL PROGRAM

Terms and Conditions

1. Offer Overview:
   1. Subject to the terms, conditions and restrictions set forth below, Inside Edge Properties Ltd. (“IEP”) is offering (the “Offer”) each Referring Professional (as defined below in Section 2.1) the opportunity to receive percentage-based compensation (the “Compensation”) for a referral that leads to a signed contract between IEP and each Property Owner (as defined in Section 2.2).
   2. Each Referring Professional that qualifies for the Offer pursuant to these Terms and Conditions (the “Terms”) (as determined by IEP in its sole and absolute discretion) will be eligible to receive the Compensation.
2. Eligibility:
   1. The Offer is open only to an eligible Referring Professional, defined as followed:
      • Ontario registrants qualified under the Real Estate and Business Brokers Act, 2002 (“REBBA”);
      • REBBA registration is valid, not expired and in good standing; and
      • Not subject to any conditions or discipline history with the Real Estate Council of Ontario.
   2. This Offer is open to referrals of an eligible Property Owner, defined as followed:
      • Holder of title on property and/or with legal authority to bind the property in an agreement; and
      • Property is located in Ontario.
   3. These Terms govern this Offer and must be followed by all Referring Professionals at all times. By agreeing to participate in the Offer, each Referring Professional is signifying his/her agreement to comply with, and be legally bound by, these Terms.
3. How to Qualify:
   1. To qualify for the Offer and be eligible to receive Compensation, the following criteria must be met:
      • The Referring Professional shall receive the consent of the Property Owner before disclosing any contact information;
      • The Referring Professional shall introduce IEP to the Property Owner and confirm this introduction to both parties in writing;
      • The Referring Professional shall disclose to the Property Owner that it may receive compensation in qualifying for this Offer;
      • The Referring Professional shall not make any misrepresentations, guarantees or warranties to IEP and/or the Property Owner. IEP is not liable for any claims, statements or representations made by the Referring Professional in participation with this program;
      • A written contract must be signed between IEP and the Property Owner within 6 months of the introduction; and
      • Compliance with all of the terms and conditions set forth in these Terms (as determined by IEP in its sole and absolute discretion). For the purposes of these Terms, “introduce” or “introduction” shall mean the provision of contact information, the provision of a property address and the facilitation of in-person or virtual meetings between the Referring Professional, IEP and the Property Owner.
   2. IEP, in its sole discretion, reserves the right to refuse to act on any referral or introduction proposed by the Referring Professional.
4. Offer Period:
   1. The Offer begins on March 1^st, 2023, and ends on December 1^st, 2023 (the “Offer Period”), as may be abridged or extended by IEP in its sole discretion.
5. Compensation:
   1. In consideration of the Referring Professional’s referral, the resulting contract between IEP and the Property Owner, and compliance under these Terms, the Offer provides for the following Compensation:
      • Compensation is based on twenty-five (25) percent (%) of the “Management Fee” (defined in 5.2 below) to be paid in the first year of the signed property management agreement, excluding any renewal or extension periods;
      • Compensation will be paid in one (1) lump sum payment; and
      • Compensation will be paid within thirty (30) days after IEP and the Property Owner sign the property management agreement.
   2. The “Management Fee” refers to the estimated compensation for the duties rendered by IEP for the Property Owner, and is subject to change without notice at IEP’s sole discretion. The amount of the Management Fee may vary and will be set by IEP in its sole discretion.
   3. The Management Fee excludes any cost recoveries, overhead allocation, maintenance or repair costs, ad hoc services fees, or any other cost or fee paid to IEP from the Property Owner above and beyond the base Management Fee prescribed in the signed property management agreement.
   4. Compensation under the Offer only applies to the first year of the initial term of the property management agreement between IEP and the Property Owner. Renewal periods, extension periods or new agreements between IEP and the Property Owner are not eligible for Compensation under the Offer.
   5. Multiple referrals are permitted during the Offer Period. Compensation under the Offer is calculated for only one (1) signed property management agreement at a time. For greater clarity, multiple referrals will not be cumulatively or jointly calculated to determine Compensation.
   6. Compensation under the Offer is limited to one (1) payment per signed property management agreement. The number of Referring Professionals involved in the introduction between IEP and the Property Owner does not increase the Compensation owed.
   7. Compensation will be paid to the first Referring Professional that satisfies the eligibility criteria under Section 3.
   8. Compensation under the Offer is subject to all applicable taxes, including but not limited to: Income Tax, GST/HST, or any other direct or indirect tax.
   9. If GST/HST is owing on the Compensation, at IEP’s option the Referring Professional shall make such remittance (and provide assurances to IEP) or shall be deducted at the source by IEP. Referring Broker is responsible for all taxes on the referral, which includes but not limited to, income tax, GST/HST, or any other direct or indirect tax
   10. In accepting the Compensation, the Referring Professional acknowledges that it is solely responsible for all tax consequences resulting from payment of the Compensation in the hands of the Referring Professional. In accepting the Compensation, the Referring Professional agrees that it has satisfied itself of the potential tax consequences and will indemnify IEP for any liability.
6. Verification:
   1. IEP reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to IEP) for the purposes of verifying:
      • The Referring Professional’s eligibility to participate in this Offer;
      • The Property Owner’s eligibility in this Offer; and
      • Any other reason IEP deems necessary.
      • Failure to provide such proof to the complete satisfaction of IEP within the timeline specified by IEP may result in disqualification in the sole and absolute discretion of IEP. All determinations regarding whether or not a Referring Professional is eligible to receive Compensation in accordance with these Terms will be made by IEP in its sole and absolute discretion.
7. Revocation:
   1. IEP reserves the right, in its sole and absolute discretion, to revoke, withdraw, suspend or amend this Offer in any way, or to amend these Terms in any way, without prior notice or obligation, in the event of:
      • any cause beyond the reasonable control of IEP that interferes with the proper conduct of this Offer as contemplated by these Terms, including, without limitation, any error, problem, tampering, unauthorized intervention, fraud or failure of any kind whatsoever;
      • any accident, printing, administrative, or other error of any kind; and/or
      • for any other reason that IEP deems necessary to ensure that this Offer is conducted in accordance with the letter and spirit of these Terms.
   2. IEP reserves the right, in its sole and absolute discretion, to adjust any of the dates, timeframes and/or other Offer provisions stipulated in these Terms, to the extent necessary, for purposes of verifying compliance by any Referring Professional or other information with these Terms, or as a result of any problems, or in light of any other circumstances which, in the opinion of IEP, in its sole and absolute discretion, affect the proper administration of the Offer as contemplated in these Terms, or for any other reason.
8. General:
   1. Errors: In the event of any discrepancy or inconsistency between the terms and conditions of these Terms and disclosures or other statements contained in any Offer-related materials and/or any instructions or interpretations of these Terms given by any representative of IEP, the terms and conditions of these Terms shall prevail, govern and control to the fullest extent permitted by law.
   2. Governing Law: This Offer and all matters arising out of or relating to this Offer are governed by, and construed in accordance with, the laws of the Province of Ontario.
   3. Severability: If any term or provision of this Offer is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Offer or invalidate or render unenforceable any such term or provision.
   4. Entire Offer: This Offer constitute the sole and entire agreement between IEP and the Referring Professional with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
   5. Assignment: The Referring Professional shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Offer without the prior written consent of IEP. Any purported assignment or delegation in violation of this Section shall be null and void.
   6. Notices: All notices, requests, consents, claims, demands, waivers, summons, and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to: