1. Eligibility

1.1 The Referral Program ("Program") is open to all individuals ("Referrers") of Virthym Services Inc. (the “Company”) who refer potential clients, candidates or other referrers ("Referrals") to engage with services or this program provided by the Company.

2. Referral Process

2.1 Referrers may refer potential clients to the Company by submitting their information via the online referral form available on the company's website or by contacting a designated account manager directly.

2.2 Referrals must be new clients, candidates or other referrers to the Company and in the case of clients not have been previously engaged with our services within the last 12 months, and in the case of candidates have not been previously communicated with in the last 3 months, and in the case of referrers have not already engaged with the referral program at any time.

3. Reward Structure

3.1 Upon successful engagement and completion of services with a referred client, the Referrer will be eligible to receive a referral reward.

3.2 The referral reward amount will be calculated based on a percentage of the net revenue generated from the referred client's engagement. Specific reward percentages will be communicated to the Referrer upon submission of the referral.

3.3 The referral reward will be paid out to the Referrer within 30 days of the referred client's project completion and full payment to the Company.

4. Participation Limits

4.1 There is no limit to the number of referrals a Referrer may submit.

4.2 Referrers cannot refer themselves or their own affiliated companies.

5. Referral Validity

5.1 Referrals must be submitted and accepted prior to the referred client signing an engagement contract with the Company.

5.2 the Company reserves the right to refuse any referral deemed unsuitable or ineligible for the Program.

6. Third-Party Referrals

6.1 Referrers may refer third parties to the Company's referral program, subject to compliance with these terms and conditions.

6.2 Referrers shall ensure that third parties understand and agree to abide by these terms and conditions before making any referrals.

7. Communications

7.1 By participating in the Program, Referrers consent to receive communications from the Company regarding the Program, including updates, rewards, and other relevant information.

7.2 Referrers may opt-out of receiving promotional communications at any time by contacting the Company or following the unsubscribe instructions in the communication.  This opt-out will also opt them out of the program.

8. Amendment of Terms

8.1 The Company reserves the right to amend these terms and conditions at any time by providing notice to Referrers.

8.2 Amendments will become effective immediately upon notice and will apply to all referrals submitted after the effective date of the amendment.

9. Contact Information

9.1 For questions or inquiries regarding the Program, Referrers may contact the Company at using contact information on the company’s website.

10. Professional Conduct

10.1 Referrers agree to conduct themselves professionally and ethically when representing the Company and the referral program.

10.2 Referrers shall refrain from engaging in any conduct that could harm the reputation or business interests of the Company.

11. Success Metrics

11.1 The Company reserves the right to determine the success metrics for evaluating referrals and the eligibility of referral rewards.

11.2 Success metrics may include, but are not limited to, the quality of referrals, the duration of engagement with referred clients, and the overall impact on the Company's business.

12. Client Engagement Period

12.1 Referrers understand and acknowledge that referral rewards are contingent upon the referred client engaging in a service contract with the Company, a candidate accepting a position, and/or a referrer’s participation in the program within 3 months from the date of referral.

13. Client Qualification

13.1 The Company reserves the right to determine the eligibility and suitability of referred clients for its services.

13.2 Referral rewards are contingent upon the referred client meeting the Company's qualification criteria and successfully engaging in a service contract.

14. Communication Protocols

14.1 Referrers agree to adhere to any communication protocols established by the Company when interacting with potential Referrals or representing the Company in any capacity.

14.2 Referrers shall promptly report any concerns or issues related to the Program to the Company for resolution.

15. Feedback and Suggestions

15.1 The Company welcomes feedback and suggestions from Referrers regarding the Program. However, the Company retains sole discretion to implement or disregard any feedback or suggestions received.

16. Documentation and Reporting

16.1 Referrers agree to maintain accurate documentation and records of their referrals, including dates and details of referral submissions.

16.2 Referrers shall provide such documentation to the Company upon request for verification purposes.

17. Audit Rights

17.1 The Company reserves the right to audit and verify the accuracy of referral submissions and the eligibility of Referrers for referral rewards.

17.2 Referrers agree to cooperate fully with any audit or verification process conducted by the Company.

18. Not an Investment Account

18.1 The Retention of referral payments by the Company is not an investment account. Referrers do not make direct contributions to the account, and the account is not considered an investment vehicle.

19. Guarantee

19.1 While funds held in the Program are intended to be paid out, Referrers acknowledge that payout is contingent upon business and market conditions. There is no absolute guarantee of payout, and the Company retains the right to determine the timing and amount of any payout.

20. Determination of Credit of Fees

20.1 The Company unilaterally determines the credits to a Referrer’s account. Referrers agree that the Company's assessment of fees credited is final and not subject to dispute.

21. Disclosure of Pricing Formulas

21.1 The Company is not obligated to disclose specific pricing formulas or details regarding the calculation of referral fee awards. Any disclosure regarding credit calculations is at the sole discretion of the Company.

22. Tax Implications

22.1 Referrers are responsible for any tax liabilities arising from referral rewards received under the Program.

22.2 the Company may require Referrers to provide necessary tax identification information before issuing any referral rewards.

23. Limitation of Referral Rewards

23.1 Referral rewards are limited to one reward per referred client, candidate or referrer, regardless of the number of Referrers involved in the referral.

23.2 the Company reserves the right to limit the total referral rewards paid out under the Program during any specified period.

24. Currency and Payment Method

24.1 All referral rewards will be paid in the currency and via the payment method determined by the Company.

24.2 Referrers are responsible for providing accurate and up-to-date payment information to facilitate the disbursement of referral rewards.

25. Limitation of Liability

25.1 the Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Program, even if the Company has been advised of the possibility of such damages.

26. Indemnification

26.1 Referrers agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to Referrer's participation in the Program or breach of these terms and conditions.

27. Compliance with Laws

27.1 Referrers agree to comply with all applicable laws and regulations in connection with their participation in the Program, including but not limited to anti-bribery laws, data protection laws, and tax laws.

28. Anti-Bribery and Compliance

28.1 Referrers must comply with all applicable anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

28.2 Referrers shall not offer or provide any improper financial or other inducements to potential Referrals to engage in services with the Company.

29. Confidentiality Obligations

29.1 Referrers agree to maintain the confidentiality of any proprietary or confidential information disclosed by the Company in connection with the Program.

29.2 Referrers shall not disclose such information to third parties without the prior written consent of the Company.

30. Confidentiality of Program Details

30.1 Referrers agree to keep confidential all details and specifics of the referral program, including referral reward structures and calculation methods.

30.2 Referrers shall not disclose such confidential information to any third party without the prior written consent of the Company.

31. Confidentiality and Data Protection

31.1 All referral information submitted by Referrers will be treated confidentially and in accordance with the Company's privacy policy.

31.2 Referrers must obtain consent from the Referral before submitting their information to the Company.

32. Non-Solicitation

32.1 During the term of the referral program and for a period of 12 months after its termination or expiration, Referrers agree not to directly solicit or attempt to solicit clients or potential clients of the Company for competitive services.

33. Compliance with Ethics and Professional Standards

33.1 Referrers shall conduct themselves in accordance with ethical and professional standards applicable to their industry and refrain from engaging in any conduct that could reflect negatively on the Company's reputation.

33.2 the Company reserves the right to investigate and take appropriate action against any Referrer found to be in violation of ethical or professional standards.

34. Dispute Resolution

34.1 Disputes regarding the Program are resolved solely at the discretion of the Company. Referrers agree to abide by the Company's decision in any dispute resolution process.  If this condition is not upheld in court, the following will be the dispute resolution process.

34.2 Any disputes arising out of or in connection with the Program shall be resolved through negotiations between the parties.

34.3 If a resolution cannot be reached through negotiations, both parties agree to submit to mediation conducted by a mutually agreed-upon mediator. If mediation fails to resolve the dispute, the parties agree to submit to binding arbitration in accordance in British Columbia.

34.4 The prevailing party in any dispute resolution proceeding shall not be entitled to recover attorneys' fees and costs.

35. Geographic Restrictions

35.1 The Program may be subject to geographic restrictions and may not be available in certain jurisdictions or regions where prohibited or restricted by law.

36. Non-Circumvention

36.1 Referrers agree not to circumvent the Company by directly contacting or engaging with potential Referrals to negotiate or discuss services without the express consent and involvement of the Company.

37. Intellectual Property

37.1 Any intellectual property rights, including but not limited to trademarks, logos, and marketing materials provided by the Company for the purpose of promoting the Program, shall remain the exclusive property of the Company.

38. Fair Marketing Practices

38.1 Referrers agree to engage in fair and ethical marketing practices when promoting the Company's services and the Program.

38.2 Referrers shall not engage in deceptive, misleading, or unethical practices that could harm the reputation or integrity of the Company.

39. Force Majeure

39.1 Neither party shall be liable for any failure or delay in performance under these terms and conditions to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, natural disasters, or telecommunications, network, or power failures.

40. Captions

40.1 The headings and captions in these terms and conditions are for convenience only and shall not affect the interpretation of any provision.

41. Suspension or Termination of Referrer Participation

41.1 the Company reserves the right to suspend or terminate a Referrer's participation in the Program if the Company determines, in its sole discretion, that the Referrer has violated these terms and conditions or engaged in fraudulent or unethical conduct.

41.2 Upon suspension or termination, the Referrer forfeits any accrued but unpaid referral rewards.

42. Marketing Collateral and Branding

42.1 Referrers agree to use only approved marketing collateral and branding materials provided by the Company when promoting the Program.

42.2 Referrers shall not modify or alter any marketing materials without the prior written consent of the Company.

43. Succession and Assignment

43.1 These terms and conditions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

43.2 Referrers may not assign their rights or obligations under these terms and conditions without the prior written consent of the Company.

44. Communication of Program Changes

44.1 the Company will communicate any material changes to the referral program, including changes to referral reward structures or eligibility criteria, to Referrers in a timely manner.

44.2 Referrers acknowledge that continued participation in the program after such changes constitute acceptance of the modified terms and conditions.

45. Program Modification and Termination

45.1 the Company reserves the right to modify or terminate the Program at any time without prior notice.

45.2 In the event of Program termination, all valid referrals submitted before the termination date will be honored according to these terms and conditions.

46. Third-Party Beneficiaries

46.1 These terms and conditions do not create any rights or benefits for third-party beneficiaries.

47. Disclaimer of Warranty

47.1 To the extent permitted by law, the Company disclaims all warranties, express or implied, regarding the Program, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

48. Interpretation

48.1 These terms and conditions shall be interpreted in accordance with their plain meaning, and any ambiguities shall not be construed against the drafting party.

49. Duration and Termination

49.1 These terms and conditions shall remain in effect for the duration of the Program, unless terminated earlier by the Company or by mutual agreement of the parties.

49.2 Either party may terminate Referrer's participation in the Program at any time with or without cause upon written notice to the other party.

50. Survival

50.1 Sections of these terms and conditions that by their nature should survive termination or expiration shall survive, including but not limited to indemnification, confidentiality, and limitation of liability.

51. Language

51.1 These terms and conditions may be translated into multiple languages for convenience. In the event of any conflict or inconsistency between translations, the English language version shall prevail.

52. Geographic Scope

52.1 The referral program is valid only in jurisdictions where permitted by law. Referrers are responsible for ensuring compliance with local laws and regulations regarding referral programs.

53. Assignment of Rights

53.1 Referrers may not assign or transfer their rights or obligations under these terms and conditions without the prior written consent of the Company.

54. Governing Law

54.1 These terms and conditions shall be governed by and construed in accordance with the laws of British Columbia.

54.2 Any dispute arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of British Columbia.

54.3 These terms and conditions shall be interpreted in accordance with the laws of British Columbia, without regard to its conflict of law principles.

55. Agreement Acceptance

55.1 By participating in the Program, Referrers acknowledge that they have read, understood, and agree to be bound by these terms and conditions.

56. Severability

56.1 If any provision of these terms and conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

57. Waiver

57.1 The failure of the Company to enforce any provision of these terms and conditions shall not constitute a waiver of that provision or any other provision.

58. Independent Contractor Status

58.1 Referrers participating in the Program are independent contractors and not employees, agents, or representatives of the Company.

58.2 Referrers have no authority to bind the Company or to make commitments on behalf of the Company.

59. Non-Exclusive Program

59.1 Participation in the Program by Referrers is non-exclusive, and the Company reserves the right to engage in similar programs with other individuals or entities.

60. Entire Agreement

60.1 These terms and conditions constitute the entire agreement between Referrers and the Company with respect to the referral program and supersede all prior agreements and understandings, whether written or oral.