IMPORTANT NOTICE: These Terms & Conditions ("T&Cs") create a contractual agreement (the "Agreement") between you ("Participant") and Mélo Live Ltd ("Company"), a company registered in England and Wales under company number [insert number] with its registered office at [insert address]. By enrolling in the Profit-Sharing Program ("Program"), you acknowledge that you have read, understood, and agree to be bound by these T&Cs in their entirety.
1.1 "Active User" means someone who demonstrates genuine engagement on the Mélo platform (the "Platform") during the Vesting Period using either the primary requirements or the fallback (best efforts) requirements set out below:
1.2 "Profit" means the Company’s net profit, calculated in accordance with UK Generally Accepted Accounting Principles ("UK GAAP") or International Financial Reporting Standards ("IFRS"), after deduction of operating expenses, overhead, salaries, taxes, and any other relevant costs.
1.3 "Profit Pool" means one percent (1%) of the Company’s net Profit (on a quarterly basis if and when such net Profit exists) that the Company voluntarily allocates for this Program.
1.4 "Participant" means a user (including Artists or Fans) who meets the eligibility criteria in Section 2 and agrees to these T&Cs.
1.5 "Program" means this Profit-Sharing incentive created by the Company for up to 100 total slots—specifically 60 Artists, and 40 Fans—who each may earn a vested allocation of 0.01% of net Profit upon meeting the vesting requirements.
1.6 "Vesting Period" means the twelve (12) month period starting on the date the Participant first signs up on the Platform (not merely the waitlist) during which the Participant must remain an Active User as defined in Section 1.1.
1.7 "Minor" means an individual under the age of eighteen (18) or any higher age of majority in their jurisdiction.
1.8 "Effective Date" means the date on which the Participant accepts these T&Cs by electronic or other legally recognized means.
2.1 Eligibility Criteria: (a) Participant must be among the first 60 Artists or 40 Fans to sign up on the Platform. (b) Participant must satisfy the definition of an Active User (Section 1.1) within the Vesting Period. (c) Participant must not be prohibited by any applicable local, state, national, or international law from entering into this Agreement.
2.2 Vesting Requirements: (a) The Participant’s share of the Profit Pool vests on the twelve (12) month anniversary of the Participant’s first sign-up on the Platform (the "Cliff Date"), provided the Participant has continuously satisfied the Active User criteria (including fallback options, if needed) throughout the Vesting Period. (b) If a Participant fails to maintain Active User status under either the primary or fallback routes, the Participant immediately forfeits any right to receive a share of the Profit Pool.
2.3 Individual Allocation: (a) Each validly vested Participant is entitled to 0.01% of the Company’s net Profit for each profitable quarter after the Cliff Date, with no further engagement required. (b) If fewer than 100 individuals sign up for the Program, or if some Participants forfeit their eligibility, the unclaimed fraction of the Profit Pool (i.e., the difference between 1% and the aggregate of all 0.01% shares actually vested) reverts to the Company.
2.4 Maximum Pool: (a) The total Profit Pool for all Participants combined is capped at 1% of the Company’s net Profit per quarter. No more than 100 Participants can vest under this Program.
2.5 Post-Vesting Status: (a) Once the Cliff Date has passed and vesting has occurred, the Participant no longer needs to maintain Active User status in order to remain eligible for distributions. (b) The Company reserves the right to suspend or revoke the vested status of any Participant who is found to be in material breach of these T&Cs or involved in fraudulent or unlawful activities.
2.6 Disability, Incapacity, and Hardship Accommodations: (a) The Company is willing to consider reasonable accommodations for Participants who are disabled, incapacitated, or otherwise unable to meet the Active User criteria. Participants should contact the Company as soon as possible to discuss potential adjustments. (b) The Company shall determine, in its sole but reasonable discretion, whether a requested accommodation is feasible, does not impose an undue burden, and does not fundamentally alter the nature of the Program. (c) If no mutually acceptable accommodation can be reached, and the Participant cannot fulfill the requirements, the Participant’s share is forfeited.
3.1 Allocation of the Profit Pool: (a) If the Company reports a net Profit in a given quarter, one percent (1%) of that net Profit will be allocated as the Profit Pool (the "Quarterly Allocation"). (b) Vested Participants are each entitled to 0.01% of net Profit for that quarter. Once 100 slots are fully vested, that exhausts the 1% pool (100 x 0.01% = 1%). (c) If fewer than 100 Participants have vested, any unclaimed remainder of the 1% Profit Pool reverts to the Company.
3.2 Payment Schedule & Method: (a) Distributions, if any, will be paid out within thirty (30) days after the end of the relevant quarter. (b) Payments may be made via bank transfer, PayPal, or any other mechanism deemed appropriate by the Company. (c) The Company may require the Participant to provide valid banking or digital payment information, which must be kept accurate and current.
3.3 No Guarantee of Profit: (a) The Company makes no representations or warranties that it will achieve a Profit in any period. (b) The Company’s failure to achieve a Profit in any quarter means there is no Quarterly Allocation for that quarter.
3.4 Unclaimed Funds: (a) If a vested Participant does not provide adequate payment information within ninety (90) days of the Company’s written request, the Participant forfeits the right to that period’s distribution. (b) Forfeited amounts revert to the Company and do not roll over to other Participants.
4.1 No Employment or Partnership: Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Company and the Participant.
4.2 No Ownership Rights: Participants do not receive any equity, stock, or security interest in the Company. This Program is strictly a discretionary profit-share incentive and is not intended to be a security or investment contract.
5.1 Participation by Minors: (a) If the Participant is a Minor, a parent or legal guardian must review and accept these T&Cs on the Minor’s behalf. (b) Any distributions to a Minor may be subject to additional legal or regulatory requirements, including trusts or custodial accounts, at the Company’s discretion.
5.2 International Participants: (a) International Participants are solely responsible for ensuring that participating in the Program does not violate any law in their jurisdiction. (b) The Company assumes no liability for any foreign tax obligations or other compliance requirements that may apply to Participants outside the UK.
6.1 By Participant: (a) Participant represents and warrants that all information provided to the Company is accurate and complete. (b) Participant covenants to update personal and contact details as necessary to ensure timely receipt of notices and distributions. (c) Participant represents that they are not relying on any representation or warranty other than those expressly set forth in this Agreement.
6.2 By Company: (a) The Company warrants that it will maintain commercially reasonable records of net Profit calculations. (b) The Company warrants that it will distribute the Profit Pool in accordance with these T&Cs. (c) Notwithstanding the above, the Company makes no warranty that the Program complies with every potential regulatory framework outside the UK.
7.1 Tax Treatment: Any payment made to the Participant under this Agreement may be subject to income or other taxes under the laws of the jurisdiction in which the Participant resides or is subject to taxation. The Participant acknowledges that the Company is not providing tax advice, and the Participant should seek independent professional tax advice.
7.2 Compliance with Laws: Each Party shall comply with all applicable laws, regulations, and rules in connection with this Agreement. The Participant is responsible for ensuring that their participation does not violate any local regulations, including those related to securities, gaming, or other regulated industries.
7.3 Regulatory Changes: If any changes in law or regulation materially affect this Program, the Company reserves the right to modify or terminate the Program immediately to comply with such changes.
8.1 Personal Data: The Company may collect, store, and process personal data from Participants as needed to administer this Program and comply with its legal obligations.
8.2 Compliance with Data Protection Laws: The Company shall process personal data in accordance with applicable data protection laws (including the UK Data Protection Act 2018 and the UK GDPR). The Participant consents to such data processing by accepting these T&Cs.
9.1 Limitation of Liability: (a) To the maximum extent permitted by law, the Company’s total liability (whether in contract, tort, negligence, strict liability, or otherwise) arising out of or relating to this Agreement shall not exceed the total amount of distributions due to the Participant in the then-current quarter. (b) The Company shall not be liable for any indirect, incidental, punitive, or consequential damages, including, but not limited to, lost profits, lost data, or any similar damages.
9.2 Indemnification by Participant: (a) Participant agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any and all claims, suits, actions, liabilities, damages, or expenses (including reasonable legal fees) arising out of or related to the Participant’s breach of these T&Cs or any fraudulent or illegal conduct.
9.3 Indemnification by Company: (a) The Company agrees to indemnify, defend, and hold harmless the Participant from and against any direct damages, liabilities, or costs arising solely from the Company’s material breach of its obligations under these T&Cs.
10.1 Term: This Agreement remains in effect from the Effective Date until terminated.
10.2 Termination by Company: (a) The Company may terminate this Agreement at any time if it discontinues the Program or is required to do so by law or regulation. (b) In the event of termination, vested Participants shall receive any accrued but undistributed Profit share for the last completed quarter prior to termination, if applicable.
10.3 Termination by Participant: (a) The Participant may withdraw from the Program at any time by providing written notice to the Company. (b) Any unvested portion of the Participant’s share in the Profit Pool is immediately forfeited upon withdrawal.
10.4 Modification: (a) The Company reserves the right to modify these T&Cs at its sole discretion. Material changes shall be communicated to Participants via email or the Platform, and continued participation constitutes acceptance.
11.1 Death or Permanent Incapacity: (a) If a vested Participant dies or becomes permanently incapacitated, their vested share for any completed quarters may be claimed by their legally authorized representative or estate, upon providing documentation satisfactory to the Company (e.g., death certificate, letters of administration). (b) If the Participant dies or becomes permanently incapacitated during the Vesting Period but before vesting occurs, the unvested share is forfeited and does not pass to the Participant’s estate.
11.2 Incarceration: (a) If a vested Participant becomes incarcerated, they (or their legally authorized representative) may still claim any vested distributions in accordance with the law, unless such payment would violate any applicable regulations. (b) If a Participant becomes incarcerated during the Vesting Period and is unable to fulfill the Active User requirements, they automatically forfeit any unvested share.
11.3 Unclaimed Successions: (a) If the legal heirs or successors do not claim the vested Participant’s distributions within ninety (90) days of notification, those funds revert to the Company. (b) The Company may, at its sole discretion, extend the claim period in extenuating circumstances.
12.1 Entire Agreement: These T&Cs, together with any documents referenced herein, constitute the entire agreement between the Parties concerning the subject matter and supersede any prior agreements or understandings.
12.2 Severability: If any provision of these T&Cs is found to be invalid or unenforceable by any court or competent authority, the remaining provisions shall remain in full force and effect.
12.3 No Waiver: Failure by either Party to enforce any right or provision of these T&Cs does not constitute a waiver of future enforcement of that right or provision.
12.4 Assignment: The Company may assign or transfer its rights or obligations under this Agreement without restriction. The Participant may not assign or transfer any rights under this Agreement without the Company’s prior written consent.
12.5 Force Majeure: Neither Party shall be liable for any delays or failures in performance due to events beyond their reasonable control, including but not limited to acts of God, war, terrorism, civil disorder, or governmental actions.
12.6 Notices: All notices shall be in writing and sent to the respective Party’s registered address or electronically to the email address provided by the Participant. Notices are deemed received (i) when delivered, if by hand, (ii) two (2) business days after mailing, or (iii) on successful email transmission.
12.7 Language: The Parties have agreed that these T&Cs and all related documents be drawn up in the English language.
The current system is broken—artists struggle to find gigs, venues don’t know where to book artists, and live music lovers want unique experiences.