IOCOD Referral Program - Terms & Conditions

Welcome to the IOCOD Referral Program (the "Program"). These Terms and Conditions (the "Terms") govern your participation in the Program. By submitting a referral to IOCOD ("Company," "we," "us," or "our"), you ("Referrer" or "you") agree to be bound by these Terms.

1. Program Overview

The Program allows independent Referrers to introduce prospective clients to IOCOD in exchange for a commission, provided the prospective client enters into a formalized agreement for IT or software development services and successfully pays IOCOD for those services.

This is strictly a referral program for software and IT services. It is not a funding, lending, or investment program.

2. Eligibility

To participate in the Program, you must:

Be at least 18 years of age.

Not be a current employee, legal representative, or executive of the referred company (unless explicitly disclosed and approved by IOCOD in writing).

3. Qualifying Referrals

A "Qualifying Referral" occurs only when all the following conditions are met:

New Client: The referred company must be a net-new contact for IOCOD. They cannot be an existing client, a former client, or a prospect already in active discussions with the IOCOD sales team.

Target Profile: The referred company must operate within the US, UK, or Canada and seek legitimate software, mobile, or IT support services.

Execution of Contract: The referred company must sign a formal Master Services Agreement (MSA) and Statement of Work (SOW) with IOCOD for a qualifying project.

Receipt of Payment: The referred company must pay IOCOD's initial invoice in full. No commission is earned or payable solely upon the signing of a contract.

4. Commission Structure and Payment Terms

Commission Rate: For each Qualifying Referral, you will earn a commission of the closed project's gross revenue, capped at a maximum total payout of $50,000 USD per referred client.

Payment Schedule: Commissions are dispersed solely based on actual cash collected by IOCOD. Payments will be made to the Referrer within of IOCOD receiving cleared funds from the referred client. If the client pays in milestones, the commission will be paid out proportionally as those milestones are paid.

Cancellations & Non-Payment: If a referred client terminates their contract early, defaults on payment, or receives a refund, IOCOD reserves the right to cease all further commission payments related to that client.

Tax Obligations: Referrers are solely responsible for any and all taxes associated with their earnings. US-based Referrers earning over $600 in a calendar year must provide a completed IRS Form W-9 before any payout is released. IOCOD will issue a 1099-NEC form as required by law.

5. Independent Contractor Status

Your participation in this Program does not create an employer-employee relationship, partnership, joint venture, or agency relationship between you and IOCOD. You are an independent contractor. You have no authority to bind IOCOD to any contract, make any guarantees on IOCOD's behalf, or negotiate pricing or terms with prospective clients.

6. Prohibited Conduct & Anti-Spam Compliance

When referring companies, you agree to act professionally and ethically. You strictly agree NOT to:

Make any false, misleading, or unauthorized claims about IOCOD's services, pricing, or the nature of this Program.

Engage in any unsolicited bulk email campaigns ("spam") or violate the US CAN-SPAM Act, the UK GDPR, or Canada's CASL.

Use high-pressure sales tactics or harassment to secure a referral.

Bid on IOCOD trademarked terms in pay-per-click (PPC) advertising.

Violation of these rules will result in immediate termination from the Program and forfeiture of any pending commissions.

7. Limitation of Liability

To the maximum extent permitted by law, IOCOD shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of your participation in the Program. In no event shall IOCOD's aggregate liability exceed the total commission amounts paid to you in the six (6) months preceding the event giving rise to the claim.

8. Indemnification

You agree to indemnify, defend, and hold harmless IOCOD, its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your violation of any law, or any misrepresentations you make to third parties regarding IOCOD.

9. Modification and Termination

IOCOD reserves the right to modify or terminate the Program, or amend these Terms at any time, at its sole discretion, without prior notice. Any changes will be effective immediately upon posting to this page. Qualifying Referrals submitted prior to the date of termination or modification will be honored under the terms in effect at the time of the referral.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [Insert Your State/Jurisdiction, e.g., Delaware], without regard to its conflict of law principles.