Referrer Agreement

This Referrer Agreement ("AGREEMENT") is made between BrightMinds Software Inc. ("BRIGHTMINDS"), and the person completing this registration form, hereafter referred to as "REFERRER". The REFERRER and BRIGHTMINDS wish to define their relationship and abide by the terms and conditions of this AGREEMENT, which completely supersedes any and all prior agreements between them. 

1.  Scope

BRIGHTMINDS provides Professional Services (PS) to its CLIENTS or PARTNERS with the assistance of CONTRACTORs. The REFERRER knows of either or both of i) an experienced individual(s) in the Information Technology (IT) field, hereafter referred to as "CONTRACTOR", that they wish to refer to BRIGHTMINDS, or ii) an individual who works for a corporation ("CLIENT LEAD", that is in a capacity to authorize Information Technology (IT) contracting services at CLIENT LEAD and that has a need for BRIGHTMINDS Professional Services, hereafter referred to as "SERVICE LEAD", that they wish to refer to BRIGHTMINDS. If the REFERRER abides by all terms and conditions herein, they will be eligible to be remunerated as outlined in section 7 Remuneration.

2.  Process

BRIGHTMINDS has developed the advanced BrightMinds 2≡Connect software platform ("BRIGHTMINDS SYSTEMS") to drive the BRIGHTMINDS Referrer Program. A REFERRER will have the opportunity to sign-up for a FREE BRIGHTMINDS Referrer Account ("BRIGHTMINDS ACCOUNT"). Once registered, REFERRER simply signs-in to their BRIGHTMINDS ACCOUNT and generates through BRIGHTMINDS SYSTEMS, by supplying a first name, last name, email address and personalized message, either or both i) CONTRACTOR email invites; a CONTRACTOR receiving an invite email need simply click on the email invite link and complete and submit a "connect" form to finalize the process whereafter the CONTRACTOR is deemed referred to BRIGHTMINDS by REFERRER, or ii) SERVICE LEAD emails; an individual employed by a corporation expecting the receipt of a lead email need simply click on the email lead link and complete and submit a "connect" form to finalize the process whereafter the SERVICE LEAD is deemed referred to BRIGHTMINDS by REFERRER.

REFERRER will be able to view the progress and status of all CONTRACTORs and SERVICE LEADs that they referred to BRIGHTMINDS through their account. Both CONTRACTOR and SERVICE LEAD invites are one-time invites based on their respective email address. Any CONTRACTOR or SERVICE LEAD invites deemed in violation of section 5 Conduct will not be delivered.

Lastly, once a REFERRER has provided several successful CONTRACTORs or SERVICE LEADs to BRIGHTMINDS, they may be invited to be designated a BRIGHTMINDS Authorized Referrer (BM-AR) and, if he/she agree, REFERRER will be displayed on the BRIGHTMINDS Contractor Connect page along with their Linkedin public profile link, so as to increase their opportunity/status to have CONTRACTOR invites requested from them from previously unknown CONTRACTORs and thus increase their passive income earning potential.

3.  Relationship

Nothing contemplated herein shall be construed to be nor represent a relationship of employer and employee, partnership, joint venture or agency between REFERRER and BRIGHTMINDS and under no circumstances is REFFERER permitted to represent themselves as, or allude to being, as such.

4.  Compliance

REFERRER shall comply with all applicable federal, state / provincial and municipal laws, rules and regulations arising out of, or connected with, providing referrals under this AGREEMENT. REFERRER shall be responsible for all deductions and remittances including, but not limited to, Employment Insurance Contributions, Pension Plan contributions, Income Tax, Workers' Compensation relating to, or arising out of, any remuneration paid to the REFERRER under this AGREEMENT. Payments relating to any of the above shall be the sole responsibility of the REFERRER, and shall be forwarded by the REFERRER, as appropriate, directly to the government agencies involved.

In the event that any taxing authority, for whatever reason, seeks from BRIGHTMINDS any deductions or remittances such as, but not limited to, Employment Insurance Contributions, Pension Plan contributions, Income Taxes or Workers' Compensation payments, REFERRER agrees to indemnify BRIGHTMINDS and any of its directors, officers and employees for the full amount of any such contributions or payments (including any applicable interest and penalties thereon).

5.  Conduct

REFERRER agrees to, at all times, conduct and present themselves in a professional and honest manner when representing, or acting as, an invited BRIGHTMINDS Authorized Referrer, or when utilizing BRIGHTMINDS SYSTEMS to sign-up, generate, track, etc., CONTRACTOR or SERVICE LEAD invitations. REFERRER shall not abuse or misuse the privilege of generating CONTRACTOR or SERVICE LEAD invitations or utilize language that is or may, at BRIGHTMINDS sole discretion, be deemed in whole or in part negative, inappropriate, offensive, abusive, junk mail, spam, or include solicitation or mention of any non-BRIGHTMINDS product or service. REFERRER further agrees that they will not propose, extract or obtain anything, compensation, material, immaterial or otherwise, in exchange for a CONTRACTOR invite or while acting as a REFERRER, except being eligible to receive a REFERRER fee from BRIGHTMINDS.

REFERRER further agrees that if they accept an invitation to become a BRIGHTMINDS Authorized Referrer (BM-AR) that they can represent themselves as such on Linkedin. Any REFERRER that falsely represents themselves as a BRIGHTMINDS Authorized Referrer on Linkedin or anywhere else is in direct violation of this section.

REFERRER agrees to, at all times, avoid using unacceptable practices such as sending unsolicited emails to CONTRACTORs or SERVICE LEADs whom they do not personally know, or have a professional relationship with, for purpose of creating more referrals for themselves, for promoting themselves or for any other purpose. Any violation in whole or in part of this section will result in the immediate and unconditional suspension or termination of AGREEMENT as described in section 6 Termination.

6.  Termination

At the sole discretion of BRIGHTMINDS, any behaviour or action by REFERRER that is in violation of acceptable conduct or that may, or appear, to negatively portray or harm BRIGHTMINDS' image will result in the immediate and unconditional suspension or termination of AGREEMENT, automatic suspension of the REFERRER's account, and forfeiture of any and all pending referral payments owed and all future referral payments that could be owing to REFERRER. Furthermore, REFERRER understands that the decision to suspend or terminate AGREEMENT by BRIGHTMINDS is binding and not negotiable and REFERRER waives any and all rights to arbitration, legal recourse or any other remedy or compensation.

7.  Remuneration

Once registered, REFERRER will have access to sign-in to their account to generate/send one or both of i) CONTRACTOR invitations asking CONTRACTORs or ii) SERVICE LEAD invitations asking individuals at CLIENT LEAD, to connect with BRIGHTMINDS as outlined in section 2 Process.

BRIGHTMINDS shall evaluate/review each CONTRACTOR connection, prioritized according to role needs and, if CONTRACTOR is qualified, will attempt to match CONTRACTOR'S skill set to any existing or future project roles for CLIENTs or PARTNERs of BRIGHTMINDS. Should CONTRACTOR be engaged on a project, REFERRER will be paid a 4% REFERRER fee (based on the CONTRACTOR's billing rate to BRIGHTMINDS) for each hour CONTRACTOR is paid under a BRIGHTMINDS contract. This rate will apply to each and every CONTRACTOR referred to BRIGHTMINDS by REFERRER. For example, REFERRER will receive $4/hour for every $100/hour BRIGHTMINDS pays a contractor for services related to a BRIGHTMINDS contract.

BRIGHTMINDS shall evaluate/review each SERVICE LEAD connection, prioritized according to role needs and if opportunity is qualified, will attempt to match skilled CONTRACTORs from BRIGHTMINDS or its PARTNERs to satisfy work required at CLIENT LEAD. Should CONTRACTOR(s) be engaged on a project for CLIENT LEAD as a direct result of SERVICE LEAD, REFERRER will be paid a 2% REFERRER fee (based on each CONTRACTOR's billing rate to BRIGHTMINDS) for each hour each CONTRACTOR is paid under a BRIGHTMINDS contract. This rate will apply to each and every CONTRACTOR referred to BRIGHTMINDS at CLIENT LEAD for SERVICE LEAD by REFERRER. For example, REFERRER will receive $2/hour for every $100/hour BRIGHTMINDS pays contractor #1 and $3/hour for every $150/hour BRIGHTMINDS pays contractor #2 for services related to a BRIGHTMINDS contract at CLIENT LEAD for SERVICE LEAD.

REFERRER fee will be paid by cheque, sent through regular mail, within 1 month following the end of each fiscal quarter, provided that CLIENT has paid BRIGHTMINDS. For example, if a fiscal quarter ends on March 31, payment to REFERRER will be sent by April 30 for the hours CONTRACTOR has worked between January 1 and March 31 provided BRIGHTMINDS has been paid for said work.

REFERRER shall not be provided any other compensation including, but not limited to, commission, expenses, bonus, etc., in relation to providing referrals to BRIGHTMINDS. BRIGHTMINDS is in no way responsible for the delivery of REFERRER fee cheques by regular mail or the accuracy of the address disclosed by REFERRER. BRIGHTMINDS can not i) issue electronic REFERRER fee payments or ii) re-issue payments by mail claiming to have not been delivered, regardless of situation/circumstance.

BRIGHTMINDS will not be held liable for not providing REFERRER fees related to any of the following:
•  CONTRACTOR or CLIENT LEAD has had a prior formal or informal relationship with BRIGHTMINDS
•  CONTRACTOR or CLIENT LEAD does not receive a CONTRACTOR or SERVICE LEAD email due to spam or junk mail email filtering
•  CONTRACTOR or CLIENT LEAD does not use the CONTRACTOR invite or SERVICE LEAD link sent by REFERRER to connect to BRIGHTMINDS
•  CONTRACTOR or CLIENT LEAD has an alternate email address and/or CONTRACTOR or CLIENT LEAD is already connected in any way to BRIGHTMINDS
•  CONTRACTOR or CLIENT LEAD clears their web browser cache or cookies after following a CONTRACTOR invite or SERVICE LEAD link
•  Any other technical issue including, but not limited to, performance, fault, bug or defect of BRIGHTMINDS or BRIGHTMINDS SYSTEMS

Prior to issuing any renumeration, BRIGHTMINDS will request that REFERRER elect to whom REFERRER fee payments will be made to. If the REFERRER elects "business" then they will need to provide the business name, business address, business identification number and business taxation number (a business taxation number is applicable to businesses operating in Ontario, Canada, that exceed the cumulative threshold of income that they can receive without requiring registering with tax authorities). Otherwise, the REFERRER elects "personal" in which case BRIGHTMINDS is required to request a personal address as well as a Social Insurance Number (SIN) or Social Security Number (SSN) in order to generate and submit a "T4A Statement of Pension, Retirement, Annuity, and Other Income" or "T4A-NR Payments to Non-Residents for Services Provided in Canada" tax receipt respectively. In either case of "business" or "personal", BRIGHTMINDS will not be responsible for the delivery or non-delivery of payments by mail or the accuracy of the address disclosed by REFERRER. It is the REFERRERs responsibility to maintain an accurate and current address in BRIGHTMINDS SYSTEMs.

As an additional benefit to CONTRACTORs who also act as REFERRERs ("CONTRACTOR/REFERRER"), BRIGHTMINDS will increase REFERRER fee payments to CONTRACTOR/REFERRER, for a given fiscal quarter, by 50% (i.e. 6% total REFERRER fee) when, during that fiscal quarter, CONTRACTOR is engaged on a BRIGHTMINDS contract(s) for at least 20 cumulative days.

As an additional benefit to CONTRACTORs who also act as REFERRERs ("CONTRACTOR/REFERRER") for SERVICE LEADs, BRIGHTMINDS will increase REFERRER fee payments to CONTRACTOR/REFERRER, for a given fiscal quarter, by 50% (i.e. 3% total REFERRER fee) when, during that fiscal quarter, CONTRACTOR is engaged on a BRIGHTMINDS contract(s) at CLIENT LEAD for SERVICE LEAD for at least 20 cumulative days.

In the event that, for a given CONTRACTOR work hour, both a CONTRACTOR and SERVICE LEAD referrer payment are due, then the REFERRER payments will either be capped at 6% or split proportionally to total 6%. Some examples are as follows:
•  With a single REFERRER or two REFERRERs, the REFERRER payments would total 6% (4%+2%) as normal.
•  With a single CONTRACTOR/REFERRER, for both the CONTRACTOR and SERVICE LEAD, the REFERRER payments of 9% (6%+3%) are subject to a cap of 6%.
•  With a CONTRACTOR/REFERRER and a REFERRER, the REFERRER payments of 8% (6%+2%) are subject to split, with 4.5% (6%x6%/8%) to CONTRACTOR/REFERRER (for referring CONTRACTOR) and 1.5% (6%x2%/8%) to REFERRER (for referring SERVICE LEAD).
•  With a REFERRER and a CONTRACTOR/REFERRER, the REFERRER payments of 7% (4%+3%) are subject to split, with 3.4% (6%x4%/7%) to REFERRER (for referring CONTRACTOR) and 2.6% (6%x3%/7%) to CONTRACTOR/REFERRER (for referrering SERVICE LEAD).
•  With two CONTRACTOR/REFERRERs, the REFERRER payments of 9% (6%+3%) are subject to split, with 4% (6%x6%/9%) to CONTRACTOR/REFERRER (for referring CONTRACTOR) and 2% (6x3%/9%) to REFERRER (for referring SERVICE LEAD).

8.  Obligation

This AGREEMENT does not obligate BRIGHTMINDS to provide work to CONTRACTOR and BRIGHTMINDS remains free to approach any other CONTRACTOR or REFERRER it deems appropriate.

This AGREEMENT does not obligate BRIGHTMINDS to provide work to CLIENT LEAD for SERVICE LEAD as BRIGHTMINDS remains free to provide Professional Services as, and to whom, it deems appropriate.

9.  Prior Relationships

In the event that BRIGHTMINDS has a prior working relationship, has worked at arms length, or has spoken, discussed, solicited, engaged, formally or informally, with a CONTRACTOR, the CONTRACTOR is deemed to have had a prior relationship with BrightMinds regardless of whether or not they have been invited through BRIGHTMINDS SYSTEMS. In such an event, and at BRIGHTMINDS sole discretion, BRIGHTMINDS may unlink the referred from REFERRER and cancel any and all REFERRER payments due for said CONTRACTOR.

In the event that BRIGHTMINDS has a prior working relationship, has worked at arms length, or has spoken, discussed, solicited, engaged, formally or informally, with any individual at CLIENT LEAD, the SERVICE LEAD is deemed to have had a prior relationship with BrightMinds regardless of whether or not they have been invited through BRIGHTMINDS SYSTEMS. In such an event, and at BRIGHTMINDS sole discretion, BRIGHTMINDS may unlink the referred from REFERRER and cancel any and all REFERRER payments due for said CLIENT LEAD or SERVICE LEAD.

The intent of this clause is to protect BRIGHTMINDS in cases were BRIGHTMINDS reputation, standing, past interactions or past experience has already been established or leveraged. 

10.  Confidentiality

REFERRER agrees not to divulge during the term of this AGREEMENT and for a period of three (3) years thereafter any confidential information herein defined. Confidential information shall mean; i) CONTRACTOR rates and other materials and/or information relating to BRIGHTMINDS's business and activities; ii) All other materials or information related to the business or activities of BRIGHTMINDS and/or BRIGHTMINDS's CLIENTs, PARTNERs or CONTRACTORs which are not generally known to others engaged in similar businesses or activities; and iii) All information about BRIGHTMINDS's CLIENTs or PARTNERs and all parties to any agreement with BRIGHTMINDS which would be Confidential Information pursuant to the above definition. Confidential Information shall not include; i) Information in the public domain; ii) Information already known to REFERRER prior to the date of AGREEMENT; iii) Information published or disseminated by BRIGHTMINDS without restrictions to persons other than Employees; iv) Information identified in writing by BRIGHTMINDS as not being Confidential Information; v) Information provided by a third party without restriction on disclosure; and vi) Information that is required to be divulged by REFERRER as a result of a lawful court order.

11.  Conflict of Interest

REFERRER represents that they do not, and shall not, breach any fiduciary or other duty, covenant, agreement or understanding, including any agreement relating to proprietary information, knowledge or data acquired by REFERRER in confidence prior to or during this AGREEMENT. In particular, REFERRER warrants that any CONTRACTOR or SERVICE LEAD that they may refer to BRIGHTMINDS will not represent a conflict of interest with their current or past employment, contract or any other agreement that they may have had or will have with a 3rd party and as such REFERRER agrees to hold BRIGHTMINDS harmless from any and all claims whatsoever pertaining to or arising from their participation in the BRIGHTMINDS Referrer Program.

12.  Governing Law

The terms and conditions of the AGREEMENT shall be governed by the laws of the Province of Ontario, Canada, and that in the event any dispute should arise hereunder, the venue for said dispute shall be Ottawa, Ontario, Canada. In the event either party commences litigation to enforce their rights hereunder, the parties hereto agree that the non-prevailing party shall pay filing fees, court costs and reasonable attorney's fees to the prevailing party.

13.  Notices

Any notice required to be given hereunder shall be sufficient if in writing and sent by email. Notices shall be deemed given when actually received or three days after sending, whichever is earlier.

REFERRER's email address is validated prior to being able to use BRIGHTMINDS SYSTEMS. As such, notices sent to REFERRER's email address on record, without return receipt, shall be deemed delivered regardless of whether or not the notice may have been caught in REFERRER's spam or junk email filters or if the REFERRER cancels or changes their email account information.

14.  Entire Agreement

This AGREEMENT contains the entire agreement and understanding by and between BRIGHTMINDS and REFERRER with respect to the subject matter herein, and any representations, promises, agreements or understandings not contained herein shall not be of any force or of any effect.

In the event of a breach herein, sections 9-15 shall survive termination for a period of three (3) years following the date of said breach. Failure of either party to insist in any instance upon strict performance by the other of any provision herein shall not be deemed to be a permanent wavier of such or any other provision herein. If any provision herein is held illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions herein and shall not affect the validity or enforceability of the remaining provisions.

15.  Assignment

This AGREEMENT is binding upon and ensures to the benefit of both REFERRER and BRIGHTMINDS and its respective executors, administrators, successors and assigns.

REFERRER may not assign any of his/her rights under this AGREEMENT or delegate the performance of any of their duties without BRIGHTMINDS's prior written consent. At no time may REFERRER bind BRIGHTMINDS or make any commitments or incur any charges or expenses on behalf of or in the name of BRIGHTMINDS.

BRIGHTMINDS may, without restriction, assign the whole or any part of this AGREEMENT to any associated affiliate.

IN WITNESS HEREOF, BRIGHTMINDS and REFERRER have executed this AGREEMENT on the date this AGREEMENT is electronically accepted by REFERRER.