Last Updated: March 20, 2025.
Please carefully read these Referral Program Terms and Conditions (these “Terms”), which is a binding contract between you and Modern Health Canada, Inc. (“PlaySpace”, each a “Party” and collectively the “Parties”) that governs your participation in PlaySpace’s Referral Program.
By participating in the Referral Program, you acknowledge and signify that you have read, understand and agree to these Terms.
If you do not agree to these Terms, then you must not participate in the Referral Program.
Interpretation: In these Terms: a reference to “these Terms” and other similar terms refers to these Terms as a whole, and not just to the particular provision in which those words appear; “including” means including without limitation; headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms or any of its provisions; words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; words importing the singular number only include the plural and vice versa; and reference to a day, month, quarter, or year means a calendar day, month, quarter, or year, unless the context indicates otherwise.
Changes to these Terms: PlaySpace may change these Terms at any time and without any notice to you by posting the changed Terms on the Referral Program website at https://www.playspace.health/refer-a-friend. The changed Terms will be effective immediately on posting on the Referral Program website, unless the changed Terms expressly state otherwise. You are solely responsible for checking the “Last Updated” date at the top of these Terms and reviewing any changes since the previous version. By using the Referral Program after these Terms have been changed by PlaySpace, you signify your agreement to the changed Terms. You may not change, supplement or amend these Terms in any manner.
Changes to the Referral Program: PlaySpace in its discretion may change, suspend or terminate the Referral Program at any time without any notice or liability to you or any other person.
Age/Capacity: An individual may not participate in the Referral Program unless the individual is of legal age (the age of majority) in the jurisdiction in which the individual is located (which in most jurisdictions is either 18 or 19 years of age) and is capable of forming a binding contract under applicable law. A legal entity may not participate in the Referral Program unless the entity has all requisite power, capacity, authority and approvals required for the entity to lawfully accept these Terms, and to lawfully perform the entity’s obligations and lawfully exercise the entity’s rights under these Terms.
Prohibitions: Unless PlaySpace expressly agrees in writing otherwise, a person (including an individual or an entity) may not use the Referral Program if the person is prohibited by applicable law from participating in the Referral Program or if PlaySpace previously prohibited the person from participating in the Referral Program or terminated any other agreement between the person and PlaySpace. Each person who wishes to use the Referral Program is solely responsible for determining whether their participation in the Referral Program is lawful and complies with these Terms.
Referrer Eligibility: In addition, to be eligible for the Referral Program the person making the referral must be a PlaySpace Customer at the time of referring the Referrer, and meet the referral requirements listed in these Terms (the “Referrer”).
Referee Eligibility: The following persons are disqualified from being referees eligible to enter into a Qualifying Agreement: persons who have previously been a PlaySpace customer; persons who employ or are otherwise affiliated with you; persons who have been previously referred to PlaySpace as Referees by any other person; persons whom PlaySpace has had direct communication within 120 days before the referral; and you or any of your Representatives (the “Referee”).
Referral Link: PlaySpace will make available to you a promotional link (the “Referral Link”) which you may share with Referees
PlaySpace Discretion: PlaySpace may, but is not obligated to, contact a Referee for purposes of entering into a Qualifying Agreement. PlaySpace may in its discretion refuse to issue you a Referral Link or consider any Referee.
For each Referee who purchases a PlaySpace Product or Service using the Referrer’s Referral Link, PlaySpace will pay to the Referrer $100 USD on the terms and conditions as set out herein (the “Referral Compensation”).
The Referral Compensation will not be payable unless and until a Referee is converted to a Customer pursuant to a Qualifying Agreement using the Referrer’s Referral Link within sixty (60) days after the Referee creates a PlaySpace account; PlaySpace receives payment of the purchase price for at least one month of the PlaySpace Products and Services under the Qualifying Agreement; the Referee remains a PlaySpace Customer by keeping their PlaySpace account open for at least sixty (60) days; and your referral of the Referee otherwise complies with the terms of these Terms. PlaySpace will generally provide the Referral Compensation in respect of a Referee to you within sixty (60) business days after the foregoing conditions have been met.
Referral Compensation Redemption: Referral Compensation payments may be redeemable using a third-party service provider. Any Referrer interactions with such third-party service provider will be as between the Referrer and the third-party service provider and subject to any third-party provider’s terms and conditions. PlaySpace will not be responsible for any acts or omissions of the third-party service provider. PlaySpace currently uses PartnerStack for managing and redeeming the Referral Compensation. https://partnerstack.com.
Taxes and Withholdings: All amounts payable to you under these Terms are inclusive of all Taxes. You are solely responsible and liable for the remittance to the relevant authorities in a timely and proper manner of all Taxes (other than corporate income taxes payable by PlaySpace) arising from, connected with, and relating to the amounts payable by PlaySpace to you under these Terms. PlaySpace may withhold and remit to the appropriate taxation or other authorities all Taxes and other amounts required by applicable law to be withheld and remitted in connection with any payment under these Terms.
No Other Remuneration: The Referral Compensation (if any) is the full and complete compensation for referrals by you and your performance of your obligations under these Terms. Except for Referral Compensation, you are not entitled to any other fees, commissions or other remuneration or reimbursements arising from, connected with, or relating to these Terms, the Referral Program, Qualifying Agreements or any other transactions between PlaySpace and Customer or any other person. For greater certainty, you will not be entitled to Referral Compensation or other remuneration in respect of any transactions between PlaySpace and a Customer after the initial Qualifying Agreement, including any renewal of a Qualifying Agreement or any other agreement that PlaySpace and the Customer may execute.
Identification and Tracking: PlaySpace will be solely responsible for identifying and tracking Referees and Qualified Agreements. You acknowledge that methods used to identify and track Referees and Qualified Agreements are subject to error, may not always be accurate or correct, will depend upon your proper use of the Referral Link and may be affected by circumstances beyond PlaySpace’s control.
Qualifying Agreements: PlaySpace may in its discretion:
PlaySpace is solely responsible for the processing and fulfillment of all orders for Qualifying Agreements. The Referrer is not a party to any Qualifying Agreement or other transaction or agreement between any Customer and PlaySpace. All Qualifying Agreements and other transactions with any Customer are governed by PlaySpace’s standard terms and conditions and PlaySpace’s policies and procedures, as established and amended by PlaySpace from time to time in its discretion.
Compliance with Laws: You will at all times comply with all applicable laws and regulations (including laws regarding personal information protection, data privacy, export controls, consumer protection, business practices, anti-spam and advertising) relating to Referees and Customers, and the conduct of your business and the performance of your obligations under these Terms.
Standard of Conduct: You will at all times:
No Representations/Warranties: The Referral Program is provided on an “as is” and “as available” basis, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to accuracy, capacity, completeness, delays, durability, errors, fitness for a particular purpose, lack of negligence, viruses or other harmful component, errors, or interrupted service, merchantability, non-infringement, performance, results, quality, timeliness, title, or workmanlike effort, all of which are hereby disclaimed by PlaySpace to the fullest extent permitted by law.
Sole Remedy: If you are dissatisfied with the Referral Program, your sole and exclusive remedy is to cease participating in the Referral Program.
As between the Parties, PlaySpace and its licensors own all rights, title and interests (including intellectual property and other proprietary rights) throughout the world in, to and associated with the PlaySpace Products and Services. You will not acquire any rights, title or interests in, to or associated with the PlaySpace Products and Services pursuant to this Agreement or otherwise.
General Disclaimer: To the maximum extent permitted by applicable law, and except for the representations and warranties expressly set out in these Terms, the Referral Program is provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance (including any representations, warranties, conditions or guarantees of or relating to accuracy, completeness, correctness, durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness or title), all of which are hereby disclaimed by PlaySpace to the fullest extent permitted by applicable law. Except for the representations and warranties expressly set out in these Terms, no oral or written information or advice given by or on behalf of PlaySpace will create any legally binding or effective representation, warranty, condition or guarantee. You are solely responsible and liable for your participation in the Referral Program.
Liability Exclusion: Notwithstanding any other provision of these Terms and to the maximum extent permitted by applicable law, in no event and under no circumstances will PlaySpace or its Representatives be liable to you or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms, the subject matter of these Terms, or any related matter (including your ability to access a Referral Link and otherwise participate in the Referral Program), under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by PlaySpace or any of its Representatives, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if PlaySpace or any of its Representatives knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.
Indemnity: You will defend, indemnify and hold harmless PlaySpace and its Representatives from and against any and all claims, complaints, demands, actions, suits and proceedings by any person, including any regulatory authority (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to any of the following: your participation in the Referral Program; or any negligence, misconduct or breach of these Terms, or any actual or alleged violation of any applicable law or infringement of any rights by you or any person for whom you are responsible at law. Notwithstanding the foregoing, PlaySpace retains the right to participate (with counsel of its own selection at its sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.
Survival: All provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of these Terms for whatever reason and will remain in full force and effect and be binding upon the Parties.
Reservation/Relationship: The arrangement and relationship between the Parties is non-exclusive, and nothing in these Terms in any way limits, impairs or restricts either Party’s right and ability, and each Party reserves the right and ability from time to time in its discretion, to enter into similar arrangements with other persons. The Parties are independent contractors, and nothing in these Terms or done pursuant to these Terms will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the Parties.
Miscellaneous: If any provision of these Terms is determined to be unenforceable or invalid for any reason, then that provision will be deemed to be severed from these Terms and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance these Terms would fail in its essential purpose. No consent or waiver by a Party to or of any breach by the other Party in its performance of its obligations under these Terms will be effective unless in writing and signed by both Parties, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of those or any other obligations of that other Party. Except as expressly set forth in these Terms, the Parties’ respective rights and remedies under these Terms are cumulative and not exclusive of any other rights or remedies to which the Parties may be lawfully entitled under these Terms or at law or equity, and the Parties will be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively.
Governing Law and Dispute Resolution: These Terms and all related matters will be governed by, and construed in accordance with, the laws Ontario, Canada and applicable federal laws of Canada, excluding the United Nations Convention On Contracts For The International Sale Of Goods and any rules of private international law or the conflict of laws that would Referee to the application of any other laws. All disputes between the Parties arising from, connected with or relating to these Terms or the subject matter of these Terms or any related matters will be determined by the courts sitting in Toronto, Ontario, and the Parties each hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court for those purposes.
Complete Agreement: These Terms sets forth the entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of these Terms. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in these Terms.
IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, THEN YOU MAY NOT PARTICIPATE IN THE REFERRAL PROGRAM.
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