Program Terms

The Mekanys Referral Program (the “Program”) rewards individuals (“Referrers”) for personally introducing Mekanys to businesses they know that could benefit from Mekanys services. Referred businesses receive a discount on Mekanys services; Referrers earn a commission on amounts the referred business actually pays Mekanys, as set out below.

These Terms are a binding agreement between you and Mekanys. You accept them by checking the acceptance box when creating a referrer account. We record the version you accepted and when. These Terms are the entire and only basis on which referral compensation is payable: no commission, fee, or other compensation is earned or owed except as expressly provided here, and no claim may be based on introduction, procurement, or similar theories outside these Terms.

To participate as a Referrer you must:

• be at least 18 years old and of the age of majority where you live;
• be a resident of the United States or Canada. The Program is not currently offered to residents of Quebec;
• not be subject to sanctions administered by the United States (including OFAC) or Canada, nor act for anyone who is. If this changes, your participation ends immediately;
• hold no more than one referrer account.

Eligible referred businesses are companies located in the United States or Canada acquiring Mekanys services for business purposes. The Program covers introductions for Mekanys's business-automation and Salesforce consulting services only; it does not apply to any securities, real-estate, insurance, lending, or healthcare transaction. The Program is single-tier: there is no reward for recruiting other referrers, and earning a commission never requires you to purchase anything.

Submission. You submit a referral through the portal, identifying the company and a contact person you personally know. By submitting, you confirm that you have a genuine, pre-existing business or personal relationship with that contact, that the details you share are their business contact information, that you may lawfully share it with Mekanys for this purpose, and that you have a reasonable basis to believe the contact will welcome the introduction.

Your introduction. You send the introduction yourself, in your own name and from your own account, only to your contact. You may use our suggested wording as a starting point, but personalize it. Bulk, automated, or unsolicited messaging, purchased or scraped contact lists, and mass texting are prohibited. Mekanys does not send the first message and will not contact the referred business until your contact confirms the introduction through the confirmation link and agrees that Mekanys may contact them.

Warm confirmation is a condition of earning. A referral becomes eligible for commission only once the referred contact confirms the introduction. The confirmation also tells the contact that you may be compensated for the introduction.

• First accepted submission wins. The first Referrer whose submission of a given company we accept holds the referral. We pay at most one commission per referred client.
• Pre-existing relationships are excluded. A company is not an eligible referral if, at submission or within the 60 days before it, it was already a Mekanys client, in Mekanys's sales pipeline, or in active discussions with Mekanys. We will tell you within 5 business days of submission if a referral is ineligible for this reason.
• 60-day confirmation window. If a referral remains unconfirmed by the contact for 60 days, it expires and the company becomes available for referral again.
• 6-month deal window. A confirmed referral earns commission only if the referred business signs an engagement with Mekanys within 6 months of the contact's confirmation. After that, the referral expires and no commission attaches to any later engagement.
• Records. Mekanys's records of submissions, confirmations, attribution, invoicing, and funds received are determinative absent manifest error. If you believe a commission statement is wrong, tell us within 60 days of the statement; we will review in good faith.

For a confirmed referral that becomes a Mekanys client, you earn a commission on Net Revenue: amounts invoiced to that client, actually received and retained by Mekanys, excluding sales and similar taxes, pass-through expenses, and reimbursements, and net of refunds, credits, and chargebacks:

• 10% of Net Revenue received during the client's first 12 months as a client;
• 5% of Net Revenue received during the following 12 months;
• no commission thereafter.

The commission covers the originally referred engagement and its expansions with that client during the periods above. If an amount on which commission was paid is later refunded, credited, or charged back, the corresponding commission is unearned: we will deduct it from future payouts, and if no payout occurs within 90 days we may invoice you for it. Commissions are earned compensation calculated by a fixed formula; they are not a prize, drawing, or game of chance.

• Payouts run monthly, in the first week of each month, covering Net Revenue received in the prior month.
• Balances under USD 50 roll over month to month and remain payable; they are paid in full when your account closes or the Program ends.
• Payouts are made in USD, or CAD for Canadian residents, converted at the prevailing rate on the payout date. Mekanys covers standard transfer fees on payouts at or above the minimum; your bank's own conversion or receiving fees are yours.
• Payment requires current payout details and the tax documentation in Section 7 on file. We may offset amounts you owe us against amounts we owe you, and may withhold a payout while a good-faith fraud or compliance investigation into the related referral is ongoing, resuming promptly when resolved.

• Before your first payout you must provide: for US residents, a completed IRS Form W-9 (or applicable Form W-8); for Canadian residents, your legal name, address, and Social Insurance Number (or, if you participate through a registered business, its legal name and Business Number).
• Mekanys issues tax slips and information returns (such as Form 1099-NEC or a T4A) and applies withholding where required by applicable law. Canadian-dollar amounts on slips are computed at the Bank of Canada rate on the payment date. We may suspend payouts while required tax documentation is missing.
• Commission amounts are exclusive of applicable sales taxes. If you are registered for GST/HST, provide your registration number and a compliant invoice and we will pay applicable GST/HST in addition to the commission; otherwise you represent that you are a small supplier.
• You are responsible for your own income and self-employment taxes on Program earnings, which are reportable by you whether or not a slip is issued.

A business that becomes a Mekanys client through the Program receives a 10% discount on Mekanys services for its first 12 months as a client. The discount applies to services invoiced within that period, cannot be combined with other promotional discounts, and has no cash value.

The following are prohibited and may lead to the consequences in Section 11:

• Self-referral: referring your own business, including through a proxy, family member, or affiliated person or entity. Referring a business in which you hold any ownership stake counts as self-referral. Employees without an ownership stake may refer their employer: the business gets the discount and the employee earns the commission.
• Fake or spam submissions: submitting companies or contacts you do not personally know, fabricated leads, bulk submissions, or referrals not intended to lead to a genuine business engagement.
• Public promotion: promoting the Program or your participation publicly in any form: social media, websites, paid ads, search ads on Mekanys's name, coupon or deal sites, mass emails, or forums. The Program exists for referring businesses you personally know. If you ever mention the Program publicly, you must clearly disclose that you earn a commission.
• Misrepresentation: making any representation about Mekanys's services, pricing, timelines, or outcomes, or any earnings claim about the Program beyond our official materials. You participate as an independent party and have no authority to negotiate for, contract for, or otherwise bind Mekanys.
• Unlawful conduct: violating any law applicable to your introductions, including anti-spam laws (such as CASL, CAN-SPAM, and state texting laws), privacy laws, and any duty you owe your employer or the referred business. You must not accept a commission where doing so would be unlawful for you.

The Program offers no guaranteed, typical, or expected earnings. Whether you earn anything depends entirely on whether your referral confirms, becomes a client, and pays for services, and on the size of their engagement. Many referrals result in no payment at all.

Mekanys may, acting in good faith:

• decline any referral or prospective client, or choose to engage with a prospect whose referral was ineligible under Section 4 without owing commission;
• verify referrals, including contacting the Referrer or the referred contact;
• suspend an account and withhold related payouts while investigating suspected fraud or a breach of these Terms, resolving the investigation promptly;
• treat commissions obtained through fraud, self-referral, fabricated referrals, or conduct that defeats the purpose of the Program as unearned; such amounts are forfeited and, if already paid, recoverable under Section 5.

Your account. You may close your account at any time; we may terminate it for a material breach of these Terms (with notice describing the breach and, except for fraud, 14 days to cure). On any account closure, commissions already earned (funds received by Mekanys before the effective date) are paid on the normal schedule, including sub-minimum balances. On termination for fraud, unearned and forfeited amounts are not paid.

Program changes and wind-down. We may modify, suspend, or end the Program on at least 30 days' email notice. Changes are prospective only: the commission schedule in effect when a referral was confirmed continues to govern that referral. If the Program ends, referred clients already signed keep accruing commission for the remainder of their schedule, and confirmed referrals keep their 6-month deal window.

Amendments to these Terms. We amend these Terms only by emailing you at least 30 days before the effective date. If you do not agree, close your account before that date and earned amounts will be paid out. Material changes to compensation require your renewed acceptance in the portal.

Stale balances. If a payout cannot be made because your payment details or tax documentation are missing, we will hold the amount and remind you. Amounts still unclaimed 12 months after documented attempts to reach you are handled per applicable unclaimed-property law.

The Program and portal are provided “as is.” Mekanys does not guarantee that any referral will be accepted, that any referred business will become a client, or that any commission amount will be earned. To the maximum extent permitted by law: neither party is liable for indirect, incidental, or consequential damages, including lost profits or opportunities; and Mekanys's total aggregate liability arising out of the Program is limited to the greater of the commissions paid to you in the 12 months before the claim arose and CAD 500. To the extent permitted by law, claims must be brought within one year of accrual.

You participate as an independent party. Nothing in these Terms creates an employment, agency, partnership, joint-venture, or franchise relationship, and you are not a sales representative of Mekanys. Any use of the word “partner” in Program materials refers to Program participation only, not a legal partnership. You will keep non-public information you learn through the Program (commission details, client identities, deal information) confidential.

Talk to us first. Before starting any proceeding, email referrals@mekanys.com with a description of the issue; the parties will try in good faith to resolve it within 60 days.

Individual arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration before a single arbitrator under the arbitration rules of the ADR Institute of Canada, conducted in English by videoconference (or in Montréal, Québec if an in-person hearing is required). Either party may instead bring an individual claim in small-claims court where you live. Disputes are resolved individually: neither party may participate in a class, collective, or representative action, and the arbitrator may not consolidate claims. If the class waiver in this paragraph is found unenforceable, this entire arbitration section is void. You may opt out of arbitration (not the rest of these Terms) by emailing referrals@mekanys.com within 30 days of first accepting these Terms.

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable in it, without regard to conflict-of-law rules. Subject to Section 14, the courts sitting in Montréal, Québec have exclusive jurisdiction. The parties have requested that these Terms and all related documents be drawn up in English; les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

You may not assign these Terms or your account; Mekanys may assign to an affiliate or in connection with a merger or sale. If a provision is unenforceable, it is replaced by a valid provision that most closely matches its intent, and the rest stands. These Terms, together with the Privacy Policy, are the entire agreement about the Program. Sections that by nature survive (commissions earned, taxes, liability, disputes, confidentiality) survive termination. Questions: referrals@mekanys.com.