REFERRAL PARTNER PROGRAM: TERMS & CONDITIONS
Last Updated: 28th of November, 2025
IMPORTANT: By participating in the IPOSharks Venture Master Fund, LLC Referral Program (the “Program”), you agree to be bound by these Terms & Conditions. If you do not agree, you are not authorized to participate or receive any compensation.
1. Program Overview & Eligibility
The Program allows eligible individuals and entities (“Partners”) to introduce potential accredited investors (“Prospects”) to IPOSharks Venture Master Fund, LLC (the “Fund Manager”).
Eligibility: To be a Partner, you must:
Be at least 18 years of age.
Not be subject to any “Bad Actor” disqualification under Rule 506(d) of the Securities Act of 1933.
Not be a resident of a jurisdiction where such referral activities are prohibited.
Approval: Participation is not automatic. The Fund Manager reserves the right to reject any Partner or Prospect in its sole discretion.
2. Permitted Activities (The “Introduction Only” Rule)
Your role is strictly limited to making introductions. To avoid violating US Broker-Dealer laws, you agree ONLY to:
Identify potential investors within your personal or professional network.
Provide your unique referral link or make a direct email introduction to the Fund Manager.
Transmit basic factual information provided by the Fund Manager.
You are NOT authorized to:
Negotiate terms of any investment.
Handle client funds or securities.
Provide investment advice or recommend the purchase of any specific security.
Make any representations or warranties on behalf of the Fund Manager.
3. STRICT PROHIBITION ON GENERAL SOLICITATION
The Fund Manager operates under Rule 506(b) of Regulation D, which strictly prohibits “General Solicitation.”
No Public Marketing: You agree NOT to share details of specific SPVs, deal terms, or fundraising targets on any public platform, including but not limited to: LinkedIn, Twitter/X, Facebook, public Telegram channels, or public websites.
Private Network Only: You represent that any Prospect you refer is someone with whom you have a substantive, pre-existing relationship. Cold-calling or “spamming” strangers is grounds for immediate termination and forfeiture of all fees.
4. Compensation: Carried Interest Sharing
Performance-Based Only: You acknowledge that compensation is strictly “Success-Based” on the profitability of the investment (Carried Interest), not on the capital raised.
No Commissions: You will NOT receive any upfront percentage of the capital invested (i.e., no “brokerage commissions”).
Calculation: Compensation is calculated solely as a percentage of the Net Carried Interest actually received and retained by the Fund Manager from the specific Prospect introduced by you.
Vesting: Payments are contingent upon an exit event (IPO or M&A) and are subject to the same vesting and distribution schedule as the Fund Manager. If the investment yields no profit, no compensation is due.
5. Regulatory Compliance & Disclosures (SEC Marketing Rule)
You acknowledge that you are acting as a “Promoter” or “Endorser” under SEC Rule 206(4)-1.
Mandatory Disclosure: You agree to clearly disclose to every Prospect, at the time of introduction, that:
You are not a current client of the Fund Manager.
You are receiving compensation (a share of profits) for the referral.
A conflict of interest exists because your compensation is tied to their investment.
Compliance Monitoring: The Fund Manager reserves the right to audit your communications to ensure compliance with these rules.
6. Independent Contractor Status
You are an independent contractor, not an employee, agent, or partner of the Fund Manager. You are solely responsible for all taxes (including self-employment taxes) associated with any compensation received. You have no authority to bind the Fund Manager to any contract.
7. Confidentiality
You may receive confidential information regarding private companies (“Deal Flow”). You agree to keep all such information strictly confidential and use it solely for the purpose of making an introduction. You will not use this information for personal trading or disclose it to third parties.
8. Termination
The Fund Manager may terminate your participation in the Program at any time, with or without cause.
For Cause: If you violate Section 2 (Broker-Dealer activities) or Section 3 (General Solicitation), your account will be terminated immediately, and ALL accrued or future compensation will be forfeited.
9. Disclaimers & Limitation of Liability
THE PROGRAM IS PROVIDED “AS IS.” THE FUND MANAGER MAKES NO WARRANTIES REGARDING THE PROGRAM OR THE LIKELIHOOD OF ANY INVESTMENT PROFIT.
Broker-Dealer Disclaimer: The Fund Manager is not a registered Broker-Dealer. It is your responsibility to ensure your activities do not require registration in your local jurisdiction.
Indemnification: You agree to indemnify and hold harmless the Fund Manager from any claims, damages, or penalties arising out of your violation of these Terms or applicable securities laws.
10. Governing Law
These Terms shall be governed by the laws of the State of Delaware.