Terms & Conditions
This agreement (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.
ֿThe following terms shall have the following meaning:
“Accountant Affiliate” means an Affiliate that is an Approved Accountant. Unless explicitly stated otherwise, any reference to an Affiliate in this Agreement shall also be deemed to include an Accountant Affiliate.
“Accountant Converted Lead” means a Lead that is an Approved Accountant, which is not a pre-existing User, and is not an Affiliate’s Associate, who has been directed to the Website by an Affiliate via such Affiliate’s Personal Referral Link, for which the following conditions apply: (1) the Lead adds at least one client that is not a pre-existing User to such Lead’s dashboard on the website as a “Firm’s client”, (2) such client initiates and completes an initial payment on the Website using the Company’s “Melio Pay” service within ninety (90) days from the date on which the Lead clicked on the Affiliate’s Personal Referral Link, (3) such payment was not charged back or refunded, and (4) such payment is not a payment in consideration for, or otherwise in connection with, accounting services.
“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 a member of such Affiliate’s accounting firm (if an Accountant Affiliate), 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.
“Approved Accountant” means an accountant or bookkeeper (person or entity) that has successfully completed the registration process as an accounting firm on the Website to become a User.
“Company” means Melio Payments Inc.
“Converted Lead” means an Accountant Converted Lead, a Qualified Customer, and/or an SMB Converted Lead, as the case may be.
“Consideration” means as set forth in Section 5.1.
“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.
“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.
“Qualified Customer” means a client of an Accountant Affiliate (person or entity), which is not a pre-existing User, and not an Affiliate’s Associate, who has been successfully added to such Accountant Affiliate’s dashboard on the website as a “Firm’s client” by such Accountant Affiliate and who has performed its first Qualified Payment. Such Qualified Payment cannot be a payment in consideration for or otherwise in connection with accounting services.
“Qualified Payment” means a payment of at least US $200.00 by a User using the Company’s “Melio Pay” Service which was initiated and completed on the Website, and such payment was not charged back or refunded.
“Services” shall have the meaning ascribed to such term in the Terms of Services.
“SMB Converted Lead” means a Lead that is a small or medium sized business, which is not a pre-existing User, and not an Affiliate’s Associate, who has been directed to the Website by an Affiliate via such Affiliate’s Personal Referral Link, and who successfully registered to become a User, and performed its first Qualified Payment within ninety (90) days from the date on which the Lead clicked on the Affiliate’s Personal Referral Link.
“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
4. Authorities and Responsibilities of Affiliate
- 4.1. Affiliate shall refer its clients, accountants, bookkeepers and other third parties to the Website using the Personal Referral Link.
- 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.
- 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. 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.
- 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, 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 for a Converted Lead made through a sub-affiliate network, in the Company’s absolute and sole discretion. Coupon promotions of any kind are also prohibited.
5. Compensation Structures and Payment; Maximum Consideration; Taxes
- 5.1. Affiliate will be entitled to earn Consideration based on the following consideration structure (the “Consideration”):
- 5.1.1. Affiliate shall be entitled to receive a one-time payment of US $200.00 as the Consideration for each SMB Converted Lead referred by Affiliate.
- 5.1.2. Affiliate shall be entitled to receive a one-time payment of US $500.00 as the Consideration for each Accountant Converted Lead referred by Affiliate.
- 5.1.3. An Accountant Affiliate shall be entitled to receive a one-time payment of US $100.00 as the Consideration for each Qualified Customer added by such Accountant Affiliate.
- 5.2. The maximum aggregate monthly Consideration payable to each Affiliate for SMB Converted Leads referred by such Affiliate shall equal US $2,000.00 (up to ten (10) SMB Converted Leads per calendar month); the maximum aggregate monthly Consideration payable to each Affiliate for Accountant Converted Leads referred by such Affiliate shall equal US $5,000.00 (up to ten (10) Accountant Converted Leads per calendar month); and the maximum aggregate Consideration payable to each Accountant Affiliate for Qualified Customers added by such Accountant Affiliate shall equal US $1,000.00 (up to ten (10) Qualified Customers in total). In the event a User’s initial payment qualifies an Affiliate to Consideration for an Accountant Converted Lead, then the Accountant Affiliate, of which such User is a client, may not be entitled to Consideration for such User as a Qualified Customer, and such User shall not be counted towards the Affiliate’s Qualified Customers count.
6. 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.
7. 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. In case of termination, the Company will initiate the Consideration payout relating to any (i) Qualified Customer, (ii) Lead that became an SMB Converted Lead, or (iii) Lead that became an Accountant Converted Lead, in each case prior to the termination date.
8. 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 SMB CONVERTED LEADS OR ACCOUNTANT CONVERTED LEADS AND THE COMPANY, ANY LOAN OR CREDIT LINE AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DEFAULT THEREOF, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, MERCHANTABILITY, LEGALITY OR NON-INFRINGEMENT.
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 Converted Lead relating to any actions taken by Affiliate.
10. 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.
- 11.1. 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.
- 11.2. 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.
- 11.3. 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.
- 11.4. 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.
- 11.5. 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.
12. 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 CONVERTED 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, A CONVERTED 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 QUALIFIED CUSTOMERS OR ACCOUNTANT CONVERTED LEADS THAT ARE MEMBERS OF ACCOUNTANT AFFILIATE’S FIRM OR BUSINESS, (III) ANY CASES IN WHICH AFFILIATE USED COUPON PROMOTIONS TO INDUCE AN A CUSTOMER TO BECOME A CONVERTED LEAD, AND/OR (IV) ANY CASES WHERE AFFILIATE PROMOTES THE COMPANY THROUGH PAID ADVERTISING TO INDUCE A LEAD TO BECOME A CONVERTED 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.
13. Parties Relationship
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. 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 Converted Lead prior to the termination date and terminate this Agreement.
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.
15. Parties Relationship
Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
Nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
- 16.1. 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.
- 16.2. 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.
- 16.3. The Affiliate may not assign or transfer this Agreement or any rights under this Agreement without the Company’s prior written consent.
- 16.4. 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.