WATERMELON POINTS
FOUNDING PARTNER TERMS OF PARTICIPATION
Version 1.0 — Effective August 15, 2026
Applicable to the first ten (10) businesses to join the Watermelon Points Program.
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PLEASE READ BEFORE SUBMITTING YOUR APPLICATION
By completing the Partner sign-up form, submitting your business information, and clicking "I agree to the Founding Partner Terms of Participation," you enter into a binding agreement between your business ("you," "your," or the "Partner") and Watermelon Points, operated by Watermelon Points Corp. ("Watermelon Points," "we," "us"), on the terms below.
You confirm that you are authorized to bind your business, and that the information you submit is accurate and complete.
If you do not agree, do not submit the form.
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YOUR FOUNDING PARTNER TERMS AT A GLANCE
This summary is for convenience only. The full terms below govern.
Monthly subscription or platform fee: $0 — permanently, because you are one of the first 10 businesses
Setup or onboarding fee: $0
Transaction fee: 3% of the sale value — only on sales where points are earned or redeemed
We reimburse you for redemptions: 95% of the redemption value
Your share of redemption cost: 5%
Billing: Monthly, netted, through Stripe
Initial term: 12 months, renewing automatically
Cancel: 30 days' written notice, any time
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1. WHAT WE'RE AGREEING TO
1.1 Watermelon Points operates a shared customer loyalty program. Customers ("Members") earn and redeem points across participating businesses.
1.2 These Terms govern your participation in the Program at the business location(s) you list in your sign-up form (each a "Partner Location").
1.3 "Qualifying Transaction" means a purchase at a Partner Location by a Member in which points are awarded, redeemed, or both, and which is recorded through the Platform.
1.4 "Transaction Value" means the amount paid for a Qualifying Transaction, before taxes, tips, gratuities, delivery charges, and third-party marketplace fees, and net of refunds, chargebacks, and voided sales.
1.5 "Points" are a promotional benefit issued by Watermelon Points. Points are not money, not a gift card, and not a stored-value instrument. They are not your property or the Member's property, and have no cash value except as set out in Section 4.
1.6 "Redemption Value" means the dollar value we assign to points redeemed in a transaction, using the conversion rate then published in your merchant dashboard.
1.7 "Platform" means the Watermelon Points apps, dashboards, websites, APIs, points engine, member database, and related software and services.
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2. FOUNDING PARTNER STATUS — NO MONTHLY FEE, EVER
2.1 You are joining as a Founding Partner, one of the first ten (10) businesses on the Program.
2.2 Because you are one of the first ten businesses to join, we will never charge you a monthly subscription, platform, licensing, or recurring access fee for the locations you register under these Terms, for as long as your participation remains continuously in effect. This holds even after we introduce subscription pricing for later merchants.
2.3 This exemption covers recurring subscription-type fees only. It does not cover:
(a) the 3% transaction fee in Section 3;
(b) hardware, printed materials, or physical cards you order from us;
(c) optional add-on services you separately choose to purchase in writing; or
(d) third-party charges (payment processing, POS provider fees, telecom) and applicable taxes.
2.4 Founding Partner status belongs to your business and the locations you register. It is not transferable or assignable, and does not automatically extend to new locations, new legal entities, or a buyer of your business. We may extend it to your additional locations at our discretion.
2.5 If your participation ends for any reason, Founding Partner status ends with it. If you rejoin later, you rejoin on the pricing then generally available.
2.6 Founding Partner status is confirmed once we approve your application. If ten businesses have already been approved, we will tell you before activating your account and offer you our standard partner terms instead.
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3. THE 3% TRANSACTION FEE
3.1 You will pay us three percent (3%) of the Transaction Value of each Qualifying Transaction.
3.2 You pay nothing on sales that don't involve the Program. Sales to non-Members, and sales where no points are awarded or redeemed, are not charged.
3.3 Fees accrue daily and are invoiced monthly in arrears. By accepting these Terms you authorize us to charge the payment method you provide (through Stripe or a successor processor) for amounts due, including by pre-authorized debit where applicable.
3.4 Netting. We may set off amounts we owe you under Section 4 against amounts you owe us under this Section, and settle the net balance.
3.5 Invoices are payable on receipt. Amounts unpaid after fifteen (15) days bear interest at 1.5% per month (19.56% per annum), compounded monthly, and we may suspend Platform access until the balance is cleared.
3.6 All fees are exclusive of HST and other applicable taxes.
3.7 You must dispute an invoice in writing within thirty (30) days of its date, or it becomes final.
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4. WE REIMBURSE 95% OF REDEMPTIONS
4.1 For each Reimbursable Redemption, we will pay you ninety-five percent (95%) of the Redemption Value. You bear the remaining five percent (5%) as your contribution to the shared rewards pool.
4.2 A Reimbursable Redemption is a redemption of points by a Member at your location that (a) is processed through the Platform, (b) applies against a Qualifying Transaction, (c) is not part of a promotion you fund yourself under Section 4.6, and (d) is not excluded under Section 4.5.
4.3 You agree to honour valid point redemptions presented through the Platform, on the same terms you would honour cash for the same goods, without surcharges or minimum-spend requirements beyond the published Program rules.
4.4 Reimbursements are calculated monthly, netted under Section 3.4, and settled within thirty (30) days of month end.
4.5 Not reimbursable: redemptions that are (a) fraudulent, duplicated, reversed, or charged back; (b) processed outside the Platform or entered manually without Platform verification; (c) caused by error, manipulation, or abuse by you or your staff; (d) tied to a sale that is later refunded or voided; or (e) not submitted through the Platform within seven (7) days.
4.6 Your own promotions. You may run your own bonus-point offers or house rewards. Those are funded by you and are not reimbursable unless we agree otherwise in writing.
4.7 Monthly cap. In any calendar month, reimbursements to a location will not exceed ten percent (10%) of that location's Transaction Value for the same month, unless we approve a higher amount in advance in writing. Amounts above the cap carry forward to later months. This protects the rewards pool against abuse and unusual spikes and is not expected to affect normal operations.
4.8 Program rates. We set and publish the earn rate, the redemption conversion rate, and the Redemption Value in your merchant dashboard, and may adjust them on thirty (30) days' notice to keep the Program sustainable. Adjustments apply going forward only and do not change the 3% rate in Section 3.1, the 95% reimbursement in Section 4.1, or your $0 monthly fee in Section 2.2.
4.9 Audit. We may review Platform transaction records and, on reasonable notice, ask you for supporting sales records for Qualifying Transactions. We may recover any reimbursement paid in error or obtained through inaccurate reporting, by set-off or invoice.
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5. WHAT YOU AGREE TO DO
5.1 You will:
(a) train your staff to award and process points accurately on every Qualifying Transaction;
(b) display our materials (window decal, counter card, table display) visibly at each location;
(c) keep a working device and internet connection able to run the merchant app;
(d) keep your account credentials secure and not share them with unauthorized people;
(e) comply with applicable laws, including food safety, consumer protection, and privacy laws;
(f) maintain valid halal certification or halal sourcing where you hold yourself out as halal, and tell us promptly if that changes;
(g) not create, award, or redeem points except in connection with a genuine customer purchase; and
(h) tell us within five (5) business days of any change of ownership, closure, or relocation.
5.2 You will not describe the Program to customers in a way that misstates earn rates, redemption terms, or who operates the Program.
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6. BRAND AND INTELLECTUAL PROPERTY
6.1 We own the Platform, its software, databases, member lists, algorithms, designs, and the Watermelon Points name and marks. Nothing here transfers ownership to you.
6.2 We grant you a non-exclusive, non-transferable, revocable licence to use our name and marks solely to promote your participation, in line with brand guidelines we provide.
6.3 You grant us a non-exclusive, royalty-free licence to use your business name, logo, storefront and food photography, and location details in Program marketing, the customer app, the partner directory, investor materials, and press. You may withdraw this for future materials on thirty (30) days' notice; materials already produced or distributed need not be recalled.
6.4 Any feedback or suggestions you give us about the Platform may be used by us without restriction or payment.
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7. DATA AND PRIVACY
7.1 Member accounts and all transaction data generated through the Platform are collected and controlled by us. You do not acquire ownership of Member data.
7.2 We will give you access, through your merchant dashboard, to analytics for your own locations.
7.3 You will not export, scrape, resell, or use Member data for anything other than serving that Member in the ordinary course, and will not market to Members using Platform data without their separate consent.
7.4 Both of us will comply with PIPEDA and other applicable privacy laws.
7.5 The information you submit in the sign-up form is used to set up and administer your account, bill you, pay you, and contact you about the Program.
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8. CONFIDENTIALITY AND NON-CIRCUMVENTION
8.1 Each of us will keep the other's non-public information confidential — including pricing, Program economics, roadmaps, financials, technology, and merchant and member lists — and use it only for the Program. This lasts three (3) years after your participation ends.
8.2 You will not disclose your Founding Partner pricing (Sections 2, 3, and 4) to other merchants or to our competitors.
8.3 Non-circumvention. While you participate and for twelve (12) months afterwards, you will not directly or indirectly develop, operate, or hold a controlling interest in a competing multi-merchant shared loyalty program in the same market, or solicit our other partner merchants to leave the Program. This does not stop you running a loyalty program limited to your own business.
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9. CHANGES TO THESE TERMS AND THE PROGRAM
9.1 We may change the Platform's features, technology, integrations, branding, and operating procedures at any time.
9.2 We may update these Terms. We will post the updated version and notify you by email. Changes that materially and adversely affect your commercial position take effect thirty (30) days after notice. If you object, your remedy is to stop participating under Section 11.3 before the change takes effect. Continuing to use the Platform after that date means you accept the updated Terms.
9.3 We will not change Section 2.2 ($0 monthly fee), Section 3.1 (3%), or Section 4.1 (95%) without your written consent.
9.4 Adjustments to Program rates under Section 4.8 are not changes to these Terms and follow the notice process in that section.
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10. EARLY-STAGE PLATFORM, WARRANTIES, AND LIABILITY
10.1 The Platform is early-stage and is provided "as is" and "as available." We do not warrant uninterrupted, uptime-guaranteed, or error-free operation.
10.2 Except as expressly stated here, we disclaim all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.
10.3 No guarantee of results. We make no promise about customer volume, sales lift, member counts, revenue, or return on participation. Any projections we share are illustrative only.
10.4 Liability cap. To the maximum extent permitted by law, our total liability arising out of or relating to these Terms, in contract, tort, or otherwise, will not exceed the greater of (a) the transaction fees you actually paid us in the three (3) months before the event giving rise to the claim, and (b) CAD $500.
10.5 Neither of us is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenue, goodwill, or business interruption.
10.6 You indemnify us. You will defend, indemnify, and hold harmless Watermelon Points and its directors, officers, employees, and contractors from any claim, loss, or expense (including reasonable legal fees) arising from (a) goods or services you sell, including food safety, allergen, and halal-status claims; (b) your breach of these Terms; (c) your negligence or wilful misconduct; (d) your employment or labour matters; or (e) your misuse of Member data.
10.7 You will maintain commercial general liability insurance of at least CAD $2,000,000 per occurrence and provide a certificate on request.
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11. TERM, CANCELLATION, AND SUSPENSION
11.1 These Terms begin when we approve your application and activate your account, and run for twelve (12) months, renewing automatically for successive twelve-month terms.
11.2 We may end your participation on thirty (30) days' notice, or immediately for (a) a breach you don't cure within ten (10) days of notice; (b) non-payment; (c) fraud, points manipulation, or misuse of the Platform; (d) insolvency or ceasing operations; or (e) conduct that materially damages the Program's reputation.
11.3 You may end your participation on thirty (30) days' written notice, at any time.
11.4 Suspension. We may suspend your Platform access immediately, without ending your participation, if we reasonably suspect fraud, abuse, a security risk, or non-payment. Suspension doesn't erase amounts already owing.
11.5 When participation ends: you stop using our marks and remove Program materials; all accrued transaction fees become immediately payable; we settle validated reimbursements accrued before the end date, net of what you owe, within sixty (60) days; Members stop earning and redeeming at your locations; and Founding Partner status is permanently forfeited.
11.6 Sections 1, 3.4–3.7, 4.9, 6, 7, 8, 10, 11.5, 11.6, 12, and 13 survive the end of your participation.
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12. DISPUTES
12.1 These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.
12.2 Before starting any proceeding, we will each try in good faith to resolve the dispute through discussion between senior representatives for thirty (30) days.
12.3 Any unresolved dispute will be finally resolved by binding arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario), seated in Toronto, in English. Each of us bears our own costs unless the arbitrator orders otherwise.
12.4 Disputes are resolved on an individual basis only, not as a class, collective, or representative proceeding.
12.5 Either of us may go to court for injunctive relief to protect intellectual property or confidential information.
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13. GENERAL
13.1 We are independent contractors. Nothing here creates a partnership, joint venture, franchise, agency, or employment relationship, and neither of us can bind the other.
13.2 These Terms are a service and participation agreement, and are not intended to constitute a franchise under the Arthur Wishart Act (Franchise Disclosure), 2000 or comparable legislation.
13.3 Assignment. You may not assign these Terms without our prior written consent. We may assign them, in whole or in part, to an affiliate, successor, or acquirer in connection with a reorganization, financing, sale of assets, or change of control, provided the assignee honours Sections 2.2, 3.1, and 4.1 on the same terms.
13.4 Notices. We will send notices to the email address you provide at sign-up; you will send notices to zowaib5@gmail.com. It's your responsibility to keep your contact details current in the dashboard.
13.5 Neither of us is liable for delays caused by events beyond reasonable control, including outages of third-party providers, payment processors, or POS platforms.
13.6 If any provision is unenforceable, it will be modified to the minimum extent needed to be enforceable, and the rest stays in force.
13.7 Not enforcing a provision isn't a waiver of it.
13.8 Entire agreement. These Terms, together with your completed sign-up form and the Program rates published in your dashboard, are the entire agreement between us on this subject, and supersede all prior pitches, decks, and discussions.
13.9 You confirm you've had the opportunity to obtain independent legal advice before accepting.