Loyalty Management

LOYALTY MANAGEMENT SYSTEM (“LMS”) – PRODUCT TERMS & CONDITIONS

These Product Terms of Use ("Product Terms") govern Your Subscription to and use of the LMS (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 the LMS. 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 the LMS.

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 the LMS.

• "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

  4. the Privacy Policy (which is provided for informational purposes only and does not create contractual obligations),

• as each may be amended or updated from time to time in accordance with their terms.

• means the good-faith meeting between senior representatives of the Parties to attempt resolution of a dispute, as described in Clause 19.3.

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 the LMS 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 the LMS if:

   • KYB is not completed;

   • information provided is inaccurate, incomplete, or misleading; or

   • 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 LMS. Subject to these Product Terms and payment of applicable Fees, Merit will make available the Loyalty Management System ("LMS"), a cloud-hosted, Subscription-based software-as-a-service platform that enables You to configure, operate, and manage Your own loyalty and engagement programmes using self-service tools, administrative interfaces, and application programming interfaces (APIs).

2. Core Capabilities. The LMS provides functionality that enables You to:

   • configure programme logic, rules, and tier structures;

   • capture and process user events;

   • allocate, deduct, and account for points and rewards;

   • manage member tiers and entitlements; and

   • access programme performance data via user interface and secure APIs.

   The LMS provides mechanisms for real-time rule execution and maintains system records of member activity and balances. You acknowledge that the LMS provides software functionality only and that programme configuration, operation, and outcomes remain under Your control.

3. Support. Support and service levels for the LMS (if any) are as set out in Schedule 1 (Support & SLA). If not stated, support is provided on a reasonable effort basis during standard business hours.

4. Updates and Changes. Merit may update, enhance, or otherwise modify the LMS from time to time, provided it does not materially reduce the core functionality of the LMS Product during a paid Subscription Term.

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

2. Users. You are responsible for all use of the LMS 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 the LMS;

   3. circumvent security measures or access controls;

   4. use the LMS to infringe rights, break laws, or transmit malicious code;

   5. use the LMS 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 the LMS 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 the LMS, 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 the LMS 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 the 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 LMS 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. The LMS 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 the LMS, 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 the LMS Product; or

   • suspension is required to comply with applicable law, regulation, court order, or instruction of a competent regulatory authority.

1. As between the parties, Merit retains all right, title and interest in and to the LMS, including all software, code, architecture, rule engines, APIs, algorithms, interfaces, documentation and underlying technology used to provide the LMS, together with any enhancements, modifications or derivative works thereof, all of which form part of the Merit Content as defined in the Platform Terms of Use.

2. Subject to these Product Terms and payment of the applicable Fees, Merit grants You a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term, to access and use the LMS solely for the purpose of configuring, operating and managing Your own loyalty and engagement programmes in accordance with the Agreement.

3. You retain all right, title and interest in and to Your programme configurations, business rules, reward structures, content and data that You input into the LMS in connection with Your loyalty and engagement programmes ("Programme Configuration"). Nothing in these Product Terms transfers ownership of any Programme Configuration to Merit.

4. You acknowledge and agree that the LMS processes Programme Configuration using Merit's proprietary systems and technology within the Merit Content, and that no rights in the LMS, the Merit Content or any underlying software or technology are granted or transferred by virtue of such processing.

5. Any reports, analytics, outputs or system-generated data produced through the use of the LMS are generated through the operation of the LMS using Your Programme Configuration and Your Data and do not affect the ownership of the LMS or the Merit Content.

6. Except as expressly set out in these Product Terms, all intellectual property rights, licence restrictions and prohibitions applicable to the LMS are governed by Section 6 (Intellectual Property) of the Platform Terms of Use.

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

Any processing of Personal Data in connection with the LMS 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 the LMS 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:

• The LMS provides configurable software functionality only. Merit does not design, operate, administer or control any loyalty, rewards or engagement programme implemented through the LMS and does not guarantee the performance, effectiveness, commercial results or participant engagement of any such programme. All programme logic, rules, rewards, eligibility criteria and outcomes are determined and controlled solely by You.

• The LMS is not intended to ensure compliance with any applicable consumer protection, promotions, prize draw, marketing, advertising, data protection, tax or financial services laws or regulations. You are solely responsible for ensuring that any loyalty or engagement programme operated using the LMS complies with all applicable laws, regulatory requirements and industry codes in each jurisdiction in which the programme is offered.

• Merit does not guarantee the availability, value, redemption, fulfilment or continued operation of any rewards, benefits or incentives offered through the LMS. You are solely responsible for funding, administering and honouring all points, rewards, redemptions, expiries and related obligations arising from Your programmes.

• Merit does not provide tax, accounting or financial advice. You are solely responsible for determining the appropriate tax treatment, accounting treatment and reporting obligations in respect of points, rewards, incentives, redemptions and programme liabilities associated with Your use of the LMS.

• While the LMS may include tools to assist with monitoring activity, Merit does not guarantee the detection or prevention of fraud, abuse, manipulation or gaming of loyalty or engagement programmes. You are solely responsible for implementing appropriate controls, monitoring and enforcement measures in relation to programme misuse.

• of any loyalty or engagement programme operated by You using the LMS. You are solely responsible for handling all member communications, claims, complaints, disputes and redemptions relating to Your programmes.

The Indemnification obligations applicable to the LMS 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.

3. Version Control. Each version will have an effective date ("Version Effective Date").

1. You may not assign or transfer these Product Terms without Merit's prior written consent. Merit may assign these Product Terms 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 the Loyalty Management System ("LMS"). 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 the LMS.

2. Service Scope

   • Included Services: This SLA applies strictly to B2B Tier 2 Support for:

     • Loyalty Management System (LMS): Points accrual/redemption, exchange logic, and balance management.

   • Excluded Services: *Tier 1 (First-line) support and direct end-user/customer interaction.

     • Custom feature development, training, or content entry.

     • Client-side network, hardware, or third-party integration failures.

3. Support Availability & Channels

   Official Channels: Requests must be logged via the Merit Customer Care Portal or sent to .

All fees, pricing figures, usage allowances, thresholds, and limits set out in this Schedule 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

   The LMS is offered under the following Subscription tiers, which correspond to the technical and commercial plans made available through the LMS Product:

   • Starter

   • Growth

   • Scale

   Subscriptions, which may be subject to a separate written agreement or order form, Subscription tiers are selected by You during the 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 300
     • Included points: 2,000,000
     • Included admin seats: 1
     • Included user seats (in addition to admin): 1
     • API access: Not included