Innovation Management

MERIT INNOVATION – PRODUCT TERMS & CONDITIONS

These Product Terms & Conditions (“Product Terms”) govern Your Subscription to and use of Merit Innovation (as defined below) provided by Mylist Saudi Arabia for Trading Services LLC (“Merit”, “we”, “us”) a company registered in the Kingdom of Saudi Arabia with trade license number 1010567378 and registered address at Prince Saud Ibn Abdullah Ibn Jalawi Road, Al Qairawan, Building 2359, P.O. Box 13531, Riyadh, KSA. You accept these Product Terms electronically as set out in Clause 2.

Important: These Product Terms apply only to Merit Innovation. Access to and use of the platform generally is governed by the Platform Terms of Use.

1. These Product Terms form part of the Agreement and the Contractual Framework Documents (as defined in the Platform Terms of Use). In the event of any conflict between these Product Terms and the Platform Terms of Use, these Product Terms shall prevail solely with respect to the relevant Product, including in relation to any product-specific intellectual property rights, licence grants, or usage restrictions. Capitalised terms used but not defined in these Product Terms shall have the meanings given to them in the Platform Terms of Use.

1. Clickwrap Acceptance. You accept these Product Terms by clicking “Accept”, “Subscribe”, “Activate” or similar button presented within the platform in connection with Merit Innovation.

2. Authority. If you accept these Product Terms on behalf of the Company or other entity, you represent you have authority to bind that entity.

3. Electronic Evidence. You agree that electronic records (including platform logs evidencing acceptance, timestamps, IP address, user ID, and the version of these Product Terms accepted) are admissible and constitute evidence of acceptance.

Capitalised terms used but not defined in these Product Terms shall have the meanings given to them in the Platform Terms of Use.

In these Product Terms, capitalised terms have the meanings below, unless the context requires otherwise:

• “Account” means Your account on the platform (created under the Platform Terms).

• “AML/CFT” means anti-money laundering and counter-terrorist financing laws, regulations, rules, and requirements applicable in the Kingdom of Saudi Arabia or any other relevant jurisdiction.

• “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

• “Business Day” means a day on which banks are generally open for business in the Kingdom of Saudi Arabia (excluding public holidays).

• “Your Data” means data (including Personal Data) submitted, uploaded, or made available by or on behalf of You in connection with Merit Innovation.

• “Company” means the legal entity that enters into the subscription agreement with Merit for access to the Innovation Module, and not any individual user, employee, contractor, or representative of that entity. For the avoidance of doubt, all Intellectual Property Rights in any Innovation Submissions are owned by the Company’s entity, irrespective of which of its users created, submitted, or uploaded such materials.

• “Contractual Framework Documents” means, collectively, the documents governing the contractual relationship between you and Merit, comprising:

  1. these Product Terms;

  2. the Platform Terms of Use;

  3. the Data Processing Agreement, where applicable; and

Terms defined in the Platform Terms, the DPA or the Privacy Policy apply in these Product Terms unless stated otherwise.

1. KYB Condition. Subscription to, activation of, and continued access to Merit Innovation is conditional upon, You successfully completing KYB to Merit’s satisfaction.

2. Offline KYB. KYB can be conducted inside or outside the Platform. Merit may request documentation and information relating to You, Your representatives, and beneficial ownership.

3. Third-Party Verification & Data Sharing. To the extent necessary to conduct KYB and in accordance with the DPA and the Privacy Policy, You acknowledge and agree that Merit may share KYB-related information and documentation with such third-party service providers, including information relating to Your identity, ownership, control, and corporate structure. Any such third parties will process the information solely for KYB, compliance, and related regulatory purposes and in accordance with the DPA and the Privacy Policy.

4. Refusal / Withdrawal. Merit may refuse activation, suspend, or terminate access to Merit Innovation if:

   1. KYB is not completed;

   2. the Platform Terms of Use;

   3. information provided is inaccurate, incomplete, or misleading; or

   4. Merit reasonably determines that You present legal, regulatory, compliance, or reputational risk (including AML/CFT concerns).

5. Updates. You must promptly inform Merit of changes to KYB information (including ownership/control changes) and provide updated documents upon request.

1. Provision of Merit Innovation. Subject to these Product Terms and payment of applicable Fees, Merit will make available Merit Innovation, subscription-based software module made available by Merit as part of the Platform that provides tools for authorised users, as configured by the Company, to create, manage, and administer innovation-related programs, including the submission, review, collaboration, and tracking of ideas, challenges, and related activities, together with associated administration, reporting, and configuration capabilities.

2. Core Capabilities. Merit Innovation provides subscription-based software functionality that allows authorised users, subject to the applicable subscription and configuration, to:

   • create, configure, and administer innovation campaigns, idea intake processes, and submission workflows through your Account on the Platform;
   • configure intake and submission parameters, including custom fields, attachments, tags, and consent statements;
   • manage ideas through configurable, stage-based lifecycles with role-based permissions for administrators, reviewers, and contributors;
   • evaluate and govern submissions using configurable assessment criteria, reviewer assignments, and decision audit trails;
   • manage time-bound challenges, campaigns, or innovation sprints, including rules and automated opening and closing of submissions;
   • collaborate on submissions through features such as discussions, mentions, internal reviewer notes, and voting or feedback mechanisms (where enabled);
   • track experiments and pilots, including hypotheses, success criteria, timelines, risks or assumptions, tasks, and supporting documentation;
   • access reporting and analytics tools, including dashboards relating to campaign performance and user engagement, with export functionality where available;
   • receive system notifications and communications relating to submission status changes and decision outcomes; and

1. Subscription Right. During the Subscription Term and in accordance with the relevant Contractual Framework Document, Merit grants You a limited, non-exclusive, non-transferable, revocable upon the breach of any of the Contractual Framework Document, a license to use Merit Innovation and software provided under the Product Terms of Use. The license is granted solely for Your internal business purposes and must be used in accordance with the Product Terms of Use and/or the rest of Contractual Framework Documents.

2. Users. You are responsible for all use of Merit Innovation under Your Account, including by Your employees, contractors, and authorised users.

3. Restrictions. You must not (and must not permit any third party to):

   1. reverse engineer, decompile, or attempt to discover source code;

   2. copy, modify, create derivative works of, or resell Merit Innovation;

   3. circumvent security measures or access controls;

   4. use Merit Innovation to infringe rights, break laws, or transmit malicious code;

   5. use Merit Innovation to provide services to third parties as a service bureau (unless expressly agreed in writing).

4. Security of Credentials. You must keep credentials secure and notify Merit promptly of unauthorized access.

1. You will:

   1. provide accurate information and cooperate with Merit’s reasonable requests;

   2. ensure You have all rights and consents needed to provide Your Data;

   3. comply with applicable laws (including consumer, marketing, and privacy laws) relating to Your loyalty programme and communications; and

   4. implement appropriate technical and organisational measures on Your side.

2. Your Systems. You are responsible for your own systems, integrations, internet connectivity, and devices.

1. Fees. Fees and applicable commercial terms for Merit Innovation are set out in Schedule 2 (Pricing) or otherwise presented to You at the time of Subscription or renewal.

2. Taxes. Fees are exclusive of any applicable taxes, duties, or levies (including VAT), unless stated otherwise. You are responsible for all such taxes arising from Your Subscription to or use of Merit Innovation, except to the extent expressly required by applicable law to be borne by Merit.

3. Payment Method and Timing. Fees are payable in advance by valid debit or credit card. By providing payment details, You authorise Merit and its designated third-party payment gateway service provider to collect, process, and charge the applicable Fees on a recurring basis in accordance with the selected Subscription plan and billing cycle. Card details will be submitted directly to the payment gateway and will not be stored by Merit except to the extent required to facilitate payment processing.

4. Subscription Term and Billing Frequency. Subscriptions to Merit Innovation are offered on a monthly or annual basis, as selected by You at the time of Subscription or renewal.

5. Recurring Billing and Renewal. Unless cancelled in accordance with these Product Terms or the Platform Terms, Subscriptions will automatically renew for successive Subscription periods of equal length, and the applicable Fees will be charged at the start of each renewal period.

6. Cancellation. You may cancel your Subscription at any time, with cancellation taking effect immediately upon submission of the cancellation request (“Cancellation Request”) such Cancellation Request should be made through any method as may be made available by Merit from time to time. Upon cancellation, no further charges shall be applied in any subsequent billing cycle. Any Fees already paid are non-refundable, and no credits or reimbursements shall be issued. Notwithstanding the foregoing, where cancellation occurs before the end of a paid Subscription period, You shall continue to have access to the Merit Innovation and related features until the expiry of the then-current billing period, as the applicable Fees for such period have already been paid.

1. Subscription Term. Merit Innovation Product Subscription shall commence on the date of activation and shall continue for the Subscription period selected by You during the platform checkout or activation process (the “Subscription Term”).

2. Automatic Renewal. Unless cancelled in accordance with these Product Terms, the Subscription shall automatically renew for successive Subscription Terms of equal duration to the Subscription Term selected at checkout. . Without prejudice to clause 8.7 the applicable Fees shall be charged in advance at the start of each renewal Subscription Term in accordance with clause 8.

3. Cancellation . Cancellation of the Subscription shall be governed by Clause 8.6.

4. Temporary Suspension. Without prejudice to any other rights or remedies, Merit may temporarily suspend Your access to Merit Innovation, in whole or in part, on written notice (or, where appropriate, platform notification), if:

   • You fail to pay any Fees when due;
   • You are in breach of these Product Terms or any other Contractual Framework Document;
   • You fail to successfully complete, maintain, or update KYB to Merit’s satisfaction, or where KYB approval is suspended or under review;
   • such suspension is reasonably necessary to protect the security, integrity, or availability of Merit Innovation Product; or
   • suspension is required to comply with applicable law, regulation, court order, or instruction of a competent regulatory authority.

   Merit shall use reasonable efforts to limit any suspension in scope and duration and to restore access promptly once the relevant issue has been resolved. Suspension shall not relieve You of your obligation to pay Fees during the period of suspension.

1. All rights not expressly granted to You under these Product Terms are reserved by Merit. As between the parties, Merit (and/or its licensors and Affiliates) owns and retains all right, title, and interest in and to Merit Innovation, including all underlying software, architecture, functionalities, workflows, user interfaces, APIs, systems, databases, documentation, configurations, enhancements, updates, and underlying source code, together with all related intellectual property rights and trade secrets, which are confidential and proprietary to Merit and protected under applicable intellectual property and trade secret laws.

2. Nothing in these Product Terms grants You any ownership interest in, or right to brand, white-label, modify, distribute, or hold Yourself out as the owner of, Merit Innovation or any Merit trademarks. Your rights are strictly limited to a non-exclusive, non-revocable, non-transferable, non-sublicensable right to access and use Merit Innovation during the applicable Subscription Term in accordance with these Product Terms and all the Contractual Framework Documents.

3. As between Merit and the Company , all ideas, concepts, inventions, works of authorship, designs, improvements, discoveries, processes, data, content, and other materials submitted, uploaded, created, or generated by users through or in connection with the Innovation Module (including idea submissions, comments, evaluations, attachments, and related outputs) (“Innovation Submissions”) shall be owned exclusively by the Company.

4. You represent and warrant that You are authorised to submit Innovation Submissions on behalf of the Company and that all users accessing Merit Innovation under Your Account do so in the course of their engagement with, or on behalf of, the Company, such that ownership of the Innovation Submissions vests in the Company in accordance with applicable law.

5. For the avoidance of doubt, Merit acquires no ownership rights in any Innovation Submissions.

6. You grant Merit a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and otherwise use Your Data and Innovation Submissions solely to:

Confidentiality obligations applicable to the Merit Innovation are governed exclusively by the confidentiality provisions set out in the Platform Terms of Use.

Any processing of Personal Data in connection with the Merit Innovation is governed by the Data Processing Agreement and the Privacy Policy, as incorporated into the Agreement under the Platform Terms of Use.

All disclaimers, exclusions of warranties, limitations of liability and liability caps applicable to Merit Innovation are governed exclusively by Section 10 (Disclaimers; Limitation of Liability) of the Platform Terms of Use.

Without limiting the disclaimers, exclusions of warranties, limitations of liability or liability caps set out in the Platform Terms of Use, You acknowledge and agree that:

• Merit Innovation provides configurable, subscription-based software functionality only. Merit does not design, manage, operate, administer or control Your innovation programmes, campaigns, challenges, experiments or initiatives implemented through Merit Innovation, and does not guarantee the quality, success, outcomes, commercial value, feasibility, adoption or implementation of any ideas, submissions or initiatives generated through the use of Merit Innovation. All programme objectives, rules, evaluation criteria, decision-making processes and outcomes are determined and controlled solely by You.

• Merit Innovation is not intended to ensure compliance with any applicable employment, intellectual property, data protection, regulatory, industry-specific or internal governance requirements. You are solely responsible for ensuring that Your use of Merit Innovation, and any innovation programmes or initiatives conducted through it, comply with all applicable laws, regulations, internal policies and third-party obligations in each jurisdiction in which they are operated.

• Merit does not guarantee the originality, ownership, accuracy, completeness or legal suitability of any submissions, ideas, content or materials submitted by users through Merit Innovation. You are solely responsible for reviewing, validating and determining the appropriate treatment, protection, use and ownership of any innovation-related submissions or outputs.

• While Merit Innovation may include configurable workflows, evaluation tools, audit trails, analytics and reporting features, Merit does not guarantee the effectiveness, accuracy or completeness of any evaluations, decisions, analytics, reports or outputs generated through the platform. Outcomes depend on the data, configurations, criteria and inputs provided by You and Your authorised users.

• Merit Innovation may include collaboration, voting, feedback, notification and communication features. Merit does not control and assumes no responsibility for how such features are used, or for any decisions, actions or outcomes arising from user interactions, evaluations or communications conducted through the platform.

• Merit does not provide legal, regulatory, financial, accounting or professional advice. You are solely responsible for determining how innovation-related submissions, experiments, pilots or initiatives are assessed, approved, implemented, documented or reported within Your organisation.

The Indemnification obligations applicable to the Merit Innovation are governed exclusively by the Indemnification provisions set out in the Platform Terms of Use.

1. Updates. Merit may update these Product Terms from time to time.

2. When Changes Apply. Unless otherwise required by law:

   1. changes that are administrative or non-material apply upon posting;

   2. changes that materially reduce Your rights or materially increase Your obligations apply at renewal, or earlier if required by law.

1. You may not assign or transfer these Product Terms without Merit’s prior written consent. Merit may assign these Product Terms of Use to any Affiliate or in the event of a merger, reorganization, or sale of substantially all assets.

1. Neither party shall be liable for delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, civil unrest, governmental action, labour disputes, epidemics, pandemics, cyberattacks, ransomware incidents, denial-of-service attacks, or failures of utilities or communications networks.

2. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the Force Majeure event.

3. Where performance is prevented for a continuous period exceeding sixty (60) days, either party may terminate these Product Terms with immediate effect without liability.

1. Notices must be in writing and sent to the notice details set out below:

   To Merit:

   legal@meritincentives.com

   To You:

   We will notify you on the email address associated with your Account.

1. These Product Terms are governed by the laws of the Kingdom of Saudi Arabia and disputes are subject to the competent courts of Riyadh.
2. In the event of any dispute arising out of or in connection with these Product Terms, either party may serve a written dispute notice.
3. Within twenty (20) Business Days of such notice, senior representatives of both parties shall meet (the “Dispute Meeting”) in an attempt to resolve the dispute in good faith.
4. While a dispute is being resolved, the parties shall continue to perform their undisputed obligations under these Product Terms.

This Service Level Agreement (“SLA”) forms Schedule 1 to these Loyalty Management System Product Terms & Conditions (the “Product Terms”) and applies between You and Merit in relation to the provision of support services for Merit Innovation. It sets out the service standards applicable to such support services.

1. Purpose and Objectives

   The objective of this SLA is to ensure a consistent, transparent, and auditable support framework. It defines the scope of Tier 2 services, performance metrics, and the mutual responsibilities required to maintain platform stability for Merit Innovation.

2. Service Scope

   • Included Services: This SLA applies strictly to B2B Tier 2 Support for:
     • Innovation Module: general product support issues, such as the inability to access Accounts or to submit ideas via the Platform.
   • Excluded Services: * Tier 1 (First-line) support and direct end-user/Company interaction.
     • Custom feature development, training, or content entry.
     • Company’s-side network, hardware, or third-party integration failures.

3. Support Availability & Channels

   Official Channels: Requests must be logged via the Customer Care portal (“Merit Customer Care Portal”) or sent to .

All Fees, pricing figures, usage allowances, thresholds, and limits set out in this Schedule 2 are stated on a monthly basis, unless expressly stated otherwise.

Where a Subscription is billed on an annual basis, the applicable monthly fee shall be aggregated and charged in advance for the applicable billing period, in accordance with the billing option selected by You at checkout. Annual billing is a payment mechanism only and does not alter the monthly pricing basis or the applicable usage allowances, limits, or entitlements.

1. Subscription Tiers

   Merit Innovation is offered under the following Subscription tiers, which correspond to the technical and commercial plans made available through the platform:

   • Starter
   • Growth
   • Scale

   Subscriptions, which may be subject to a separate written agreement or order form, Subscription tiers are selected by You during the platform checkout process.

2. Base Subscription Fees and Included Allowances

   Each Subscription tier includes a base Subscription fee and bundled usage allowances as set out below, as applicable to the selected tier and billing cycle:

   • Starter

     • Base Subscription fee: USD 400
     • Included seats: 50
     • Maximum seats: Up to 100
     • Programs / Workspaces: 1
     • Concurrent challenges: Up to 2
     • Always-on idea intake: Included
     • Review workflows & scorecards: Basic configuration options
     • Analytics: Basic dashboards