AFFILIATE PROGRAM TERMS & CONDITIONS

These Affiliate Program Terms and Conditions (the “Agreement”), subject to the terms below, gives registered affiliates (“Affiliate(s)”) an opportunity to receive commission for successfully referring Users to register for and use the Company’s Services, subject to the Company’s Terms of Service.

1.Definitions

The following terms shall have the following meaning:

“Affiliate’s Associate” means a relative of the Affiliate (if an individual), an entity controlling, controlled by, or under common control of the Affiliate (if a corporation), or otherwise associated with Affiliate in any case. For avoidance of doubt, an Affiliate may not refer themselves, and each Affiliate shall be deemed an Affiliate’s Associate of itself.

“Client” means a client of an Accountant Lead, which is not a pre-existing User, and not an Affiliate’s Associate, who has been successfully added to such Accountant Lead’s dashboard on the website as a “Firm’s client” by such Accountant Lead.

“Company” means Melio Payments Inc.

“SMB Lead” means a Lead that is a small or medium sized business.

“Accountant Lead” means a Lead that is an accountant or bookkeeper (person or entity).

“Lead” means a person or entity, which is not an Affiliate’s Associate, who has been directed to Company’s website by an Affiliate through Affiliate’s Personal Referral Link and who successfully registered to become a User, which is not a pre-existing User.

“Payment” means a payment made through the Services in accordance with the Terms of Service, that was not refunded, charge-backed, blocked, withheld or otherwise canceled.

“Personal Referral Link” means a personal URL link provided to an Affiliate for the purpose of directing recipients of such link to the Website, identifying and tracking specific Users.

“Services” shall have the meaning ascribed to such term in the Terms of Services.

“Terms of Services” means the Company’s terms of services available on the Website (as may be amended from time to time), available at https://meliopayments.com/terms-of-service/.

“User” means a user of the Services, as defined in the Terms of Service.

“Website” means Melio.com or Meliopayments.com.

2. Ownership of Proprietary Materials

Company may, at its sole discretion, provide Affiliate with advertising/marketing, creative materials, or other proprietary or Confidential Information (as defined below), regardless of whether such materials are copyrighted, trademarked, constitute trade secret or are otherwise proprietary information of Company (collectively “Proprietary Materials”), for the purpose of promoting Company’s products or services. Affiliate shall be permitted to use the Proprietary Materials solely as required to perform its obligations hereunder and as instructed by Company. Affiliate shall not publish any Proprietary Material on its website, platforms and any other media, without the prior approval of Company. All rights, title and interest including but not limited to intellectual property rights, in and to the Proprietary Materials shall be and remain the sole and exclusive property of Company and Affiliate is not granted any license with respect thereto.

3. Authorities and Responsibilities of Company

Company will use information related to the Users in accordance with its Privacy Policy, as amended from time to time.

4. Authorities and Responsibilities of Affiliate

1. 4.1. Affiliate shall refer Leads to the Website using the Personal Referral Link.
2. 4.2. Following completion of the signup process by Affiliate to the Company’s affiliate program, Affiliate will receive a welcome email with Affiliate’s Personal Referral Link and access to Affiliate’s dashboard. Affiliate shall have the option to contact the Company through the Affiliate’s dashboard with any questions regarding payout amounts, status of referrals and rewards, tracking questions, or other matters relating to the Affiliate’s referral activities.
3. 4.3. For the avoidance of doubt, the Affiliate will not be entitled to any Consideration for activities that did not originate through the Affiliate’s Personal Referral Link, as shall be determined by the Company in its sole discretion.
4. 4.4. In publishing and promoting Company’s solution and performing its obligations hereunder, Affiliate will not infringe the rights of a third party or infringe any applicable law.
5. 4.5. Promoting Company’s solution through a sub-affiliate network and/or organically through online assets (e.g., website, forum, blog) and personal social media profiles is permitted. However, Affiliate must be completely transparent with regards to where traffic from Affiliate’s sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Company’s solution adhere to the Company’s terms and conditions. This includes restrictions on advertising through: (i) toolbars; (ii) browser extensions; (iii) ad networks such as, but not limited to, Facebook, Google, YouTube, X (f.k.a. Twitter), LinkedIn, Quora, Taboola and Outbrain; and (iv) any paid placements such as pay-per-click campaigns (subsections (i) through (iv), the “Restricted Networks”). Failure to comply with this Section ‎4.5 may result in denial of payment of Consideration, in the Company’s absolute and sole discretion. Coupon promotions of any kind are also prohibited.

5. Consideration and Payment; Taxes

1. 5.1. The Affiliate shall be entitled to receive consideration, as detailed below (the “Consideration”).
   1. 5.1.1. For each SMB Lead that has subscribed to the Melio Go subscription tier, and which has initiated and completed Payments totaling at least US$ 2,000.00 using Credit Card, International Payments or Fast Payments during their first 30 days of subscription, the Affiliate shall be entitled to a one-time Consideration of US$ 300.00.
   2. 5.1.2. For each SMB Lead that has subscribed to the Melio Core or Melio Boost subscription tiers, on a monthly subscription, and such subscription was not canceled before the end of the free trial period (if applicable), the Affiliate shall be entitled to a one-time Consideration of US$ 300.00.
   3. 5.1.3. For each SMB Lead that has subscribed to the Melio Core or Melio Boost subscription tiers, on an annual subscription, and such subscription was not canceled before the end of the free trial period (if applicable), the Affiliate shall be entitled to a one-time Consideration of US$ 400.00.
   4. For each Accountant Lead that has subscribed at least one Client to the Melio Core or Melio Boost subscription tiers for accountants’ clients and such Client’s subscription was not canceled before the end of the free trial period (if applicable), the Affiliate shall be entitled to a one-time Consideration of US$ 600.00.
2. 5.2. For the avoidance of doubt, in no event will the Affiliate be entitled to more than one-time Consideration for each Lead.
3. 5.3. Affiliate shall bear, and is responsible for, all taxes, levies and charges associated with and imposed on the Affiliate in connection with this Agreement and/or the receipt of any Consideration, and any filings required in connection therewith.

6. Termination of Affiliate’s Participation

The Company may terminate an Affiliate’s participation in the program, as set forth in this Agreement, immediately, for any and no reason, upon written notice to the Affiliate, at the Company’s sole and absolute discretion.

7. No Warranties

COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY ARRANGEMENTS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY CLAIMS ARISING FROM THE RELATIONSHIP BETWEEN THE LEADS AND THE COMPANY, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT. 

8. Indemnity

Affiliate will defend, indemnify, and hold Company and its directors, officers, employees, representatives and agents, harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with (a) any breach by Affiliate of any warranty, representation, or agreement contained in this Agreement; (b) the performance of Affiliate’s duties and obligations under this Agreement; and (c) any claim or demand by a Lead relating to any actions taken by Affiliate.

9. Limitation of Liability

COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY KIND, OR FOR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS, OR ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY DATA. IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, THE COMPANY’S AGGREGATE AND TOTAL LIABILITY TO AFFILIATE ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE BY COMPANY TO AFFILIATE UNDER THIS AGREEMENT OVER THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10. Confidentiality

1. 10.1. The parties acknowledge that in the course of fulfilling their obligations under this Agreement, the parties may have access to certain confidential information of each other (“Confidential Information”), which may include but is not limited to: (1) the methods, business partners, and affiliates used by the parties to perform their obligations pursuant to this Agreement; and (2) the parties’ business plans and marketing plans and materials, financial information; (3) Proprietary Materials (with respect to Confidential Information of Company); and (4) all such other information that is the exclusive property of the parties and which, if disclosed, could cause harm to either party.
2. 10.2. Confidential Information does not include any information that a receiving party possessed before receiving it from the disclosing party, information published or available to the general public otherwise than through a breach of this Agreement, information obtained by either party from a third-party having a valid right to disclose it to the receiving party without any restrictions, or information which was independently developed by the receiving party, without use of or reliance on Confidential Information of the disclosing party.
3. 10.3. Each party, on its own behalf and on behalf of its customers hereby represents and warrants that it shall not, for any reason or under any circumstance at any time, directly or indirectly use, convert, apply, appropriate, employ, alter, transform, assign, put into operation or otherwise use any of the Confidential Information, in whole or in part, for any purposes whatsoever, other than as expressly permitted herein. Each party acknowledges any such action taken by it or its customers is in contravention to this Agreement and is strictly prohibited.
4. 10.4. Each party acknowledges that the provisions of this Section ‎10 are essential to their Agreement, that they would not enter into this Agreement if it did not include this Section ‎10, and that damages sustained by either as a result of a breach of this Section ‎10 cannot be adequately remedied by damages. Each party therefore agrees, notwithstanding any other provision of this Agreement, and in addition to any other remedy either may have under this Agreement or at law, shall be entitled to seek injunctive and other equitable relief to prevent or curtail any breach Section ‎10 of this Agreement.
5. 10.5. The parties agree to keep the terms and existence of this Agreement, and all other Confidential Information as defined in Section ‎10.1, strictly confidential, and shall not reveal Confidential Information to any other person or entity, except: (a) as required by law or order of the court or the other government authority; (b) as is reasonably necessary to be disclosed to the parties’ accountants, consultants, tax advisors, investors, potential investors, attorneys, employees, representatives, bankers, or bondholders; (c) as is reasonably necessary to the defense or enforcement of any action to which the terms of this Agreement may apply; or (d) in response to a valid subpoena or as otherwise compelled by a court of competent jurisdiction or governmental agency. If a party receives an informal request, discovery request or subpoena for the disclosure of Confidential Information then it must first notify the other party and provide it ample time to seek a protective order or other relief before the disclosing party produces Confidential Information.

 

11. Fraud; Abuse; Rejection

THE COMPANY RETAINS THE RIGHT TO REVIEW THE CONSIDERATION PAYABLE PURSUANT TO THIS AGREEMENT TO AN AFFILIATE FOR POSSIBLE FRAUD OR ABUSE, INCLUDING THE OPENING OF FALSE COMPANY ACCOUNTS, WHERE SUCH FRAUD OR ABUSE MAY BE ON THE PART OF A LEAD’S AND/OR ON AFFILIATE’S PART.  WITHOUT DEROGATING FROM THE FOREGOING, THE COMPANY IN ITS SOLE DISCRETION SHALL WITHHOLD THE PAYMENT OF ANY OUTSTANDING FEE TO THE AFFILIATE SHOULD THE COMPANY CONSIDER AFFILIATE’S AND/OR A LEAD’S ACTIVITY AS FRAUDULENT OR ABUSIVE.  FOR THE AVOIDANCE OF DOUBT, CONSIDERATION SHALL NOT BE PAYABLE WITH RESPECT TO (I) ANY PRE-EXISTING USERS, (II) ANY CASES IN WHICH AFFILIATE USED COUPON PROMOTIONS TO INDUCE A POTENTIAL LEAD TO BECOME A LEAD, AND/OR (III) ANY CASES WHERE AFFILIATE PROMOTES THE COMPANY THROUGH PAID ADVERTISING TO INDUCE A POTENTIAL LEAD TO BECOME A LEAD OR VIA ANY OTHER MANNER NOT PERMITTED BY THIS AGREEMENT. THE COMPANY, AT ITS SOLE DISCRETION, BASED ON ITS INTERNAL RISK AND COMPLIANCE POLICIES OR FOR ANY OTHER REASON, MAY REJECT CERTAIN USERS OR DENY CERTAIN PAYMENTS. AN AFFILIATE WILL NOT BE ENTITLED TO CONSIDERATION WITH RESPECT TO SUCH REJECTED USERS OR DENIED PAYMENTS.

12. Modification

The Company may change the terms of this Agreement from time to time. The Company will provide the Affiliates notice of such changes to the email address provided by the Affiliates or by posting the latest version of the Agreement on the Company’s website or otherwise making the latest version of the Agreement available where the Affiliates can reasonably access it. The continued engagement of an Affiliate after the effective date of the amended Agreement constitutes consent to the amended terms of the Agreement. In any event, if an Affiliate does not consent to the amended Agreement, Company may initiate the Consideration payout relating to the Lead prior to the termination date and terminate this Agreement.

13. Notices

Any notices relating to this Agreement will be made in writing and may be sent by fax, email or by registered mail or courier to the address provided by the Affiliate, or such other address as shall have been furnished by the parties. Any notice required under this Agreement shall be deemed given: (i) upon receipt, when delivered personally; (ii) by e-mail, within 24 hours after having been sent; and (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.

14. Parties Relationship

Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

15. Miscellaneous

1. 15.1. The construction, validity and performance of this Agreement will be governed by the laws of the State of New York. The competent courts in New York, NY will have exclusive jurisdiction in any matter arising from or related to this agreement. This, however, shall not prevent the Company from bringing any action in the court of any other jurisdiction for injunctive or similar relief.
   
2. 15.2. Company’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of the Company’s right to subsequently enforce such provision or any other provision of this Agreement.
3. 15.3. The Affiliate may not assign or transfer this Agreement or any rights under this Agreement without the Company’s prior written consent.
4. 15.4. Whenever possible, each provision of this agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this agreement or any of its provisions.