Unless you clearly spell out what is going to be done on a minimum payment requirement being met, and make definitive rules about fees for early terminations, not meeting minimums, etc. then keeping the money is 100% unethical. No ifs, ands, or buts, that is money earned and should be paid to the affiliate on termination of the account.
Minimum pay out requirements DO NOT mean NO PAYMENT requirements. There is a huge difference. If your counsel told you otherwise then I recommend getting a second opinion.
Hold on...
PIRIOD!
Couldn't help myself...
Wearing my program owner hat, I am sorry but he has a right to call you scammers even if you don't see it that way and feel like your terms allowed you to keep that cash. It is just plain unethical to not say clearly why that cash is due to you and not owed to him.
I think if you clearly stated, "for processing and administration a minimum of X will be charged for early terminations or closing without meeting requirements" that would be a completely different story. From the program owner perspective it wouldn't be unreasonable either. Without that though, you clearly are just not paying money that the day before you acknowledged owing. Stand in his shoes and you should see why that seems shady. I don't care if the amount is a dollar. Money is money, and when you owe, you pay.
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