Platform Terms of Use

PLEASE READ THESE PLATFORM TERMS OF USE CAREFULLY.

These Platform Terms of Use (the “Platform Terms”) constitute a legally binding agreement between you and 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, Kingdom of Saudi Arabia, governing access to and use of the Merit Super Platform (the “Platform”) and any Products or Services made available through it.

These Platform Terms apply to all individuals who access or use the Platform on behalf of the Company, including without limitation authorized users, administrators and any other personnel (collectively, “Users”). You, as the Company, are responsible for, and shall procure, compliance by all Users with these Platform Terms and all applicable Contractual Framework Documents, and all acts and omissions of Users shall be deemed to be acts and omissions of the Company.

Where an individual accepts or agrees to these Platform Terms on behalf of a legal entity, that individual represents and warrants that it has full authority to bind that entity to these Platform Terms.

The Platform enables You, acting through your Users, to subscribe to and use one or more Products or Services under a single Account. Each Product or Service will be subject to separate Product Terms, which shall apply in addition to these Platform Terms and the applicable Contractual Framework Documents.

By accessing or using the Platform or any Product or Service, the Company (acting through its Users) confirms its agreement to be bound by these Platform Terms and all the Contractual Framework Documents, as amended from time to time.

Structure of the Agreement

Your access to and use of the Platform and the Services are governed by contractual framework documents consisting of the following documents (collectively, the “Agreement” or “Contractual Framework Documents”), each of which forms an integral part of your legally binding relationship with Merit:

• Platform Terms of Use These terms set out the core legal and the terms and conditions applicable to your access to and use of the Platform, the Products and Services and, unless otherwise stated, all Products and Services made available through the Platform. Any reference to the “Platform Terms of Use” or “Platform Terms” means these Terms of Use as amended from time to time.

• Product Terms These are Product or service specific terms that apply in addition to the Platform Terms and govern your use of particular Products, features, modules, integrations, or Services offered through the Platform. In the event of any conflict, the applicable Product Terms shall prevail solely with respect to the relevant Product or Service, including in relation to any product-specific intellectual property rights, licence grants, usage restrictions, or other provisions expressly stated to apply to that Product or Service.

• Data Processing Agreement(DPA) The DPA governs the processing of Personal Data by Merit on your behalf in connection with your use of the Platform, the Products and Services and applies where Merit acts as a data processor or service provider under applicable data protection laws.

• Data Privacy Policy The Data Privacy Policy describes how Merit collects, uses, stores, discloses, and otherwise processes Personal Data in its capacity as a data controller and forms an integral part of this Agreement.

In the event of any conflict or inconsistency between the Contractual Framework Documents, the following order of precedence shall apply:

1. The Product Terms;

2. the DPA (but only for matters relating to processing of Personal Data);

3. the Platform Terms (for platform access and general terms); and

4. the Privacy Policy, considering that it does not create contractual obligations and is provided for transparency purposes only.

5. any policies, appendices, or documentation referenced herein.

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

In these Platform Terms of Use, capitalised terms have the meanings below, unless the context requires otherwise:

• “Account” means the account created on the Platform by or on behalf of You, acting through an individual who represents and warrants that it has authority to bind You, for the purpose of accessing and using the Platform and any Products or Services subscribed to from time to time.

• “Add-Ons” means optional features, modules, services, or functionality that may be purchased in addition to a Subscription.

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you or Merit, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent interests.

• “Agreement” or “Contractual Framework Documents” means, collectively, these Platform Terms of Use, the applicable Product Terms, the DPA, the Privacy Policy, and any other documents expressly incorporated by reference.

• “Authorized Payment Method” means a valid payment method designated by You and provided by or on behalf of You by an individual who represents and warrants that it has authority to do so, and which is accepted by Merit for the payment of all Fees due under this Agreement.

• “Authorized Users” means individuals (including the Company’s employees, officers, agents or contractors) who are authorized by the Company to access and use the Platform and any Products or Services subscribed to by the Company, and whose access to and use of the Platform and such Products or Services shall be deemed to be access to and use by the Company.

1. Platform Access and Scope of Use. Subject to Your ongoing compliance with these Platform Terms of Use and the applicable Contractual Framework Documents, Merit grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right, during the applicable Subscription Term, to access and use the Platform and the Products or Services solely for Your business purposes. The Platform operates as a centralized access layer through which multiple Products or Services may be made available. Access to, and use of, any specific Product or Service, feature, module, integration, or functionality is governed by the applicable Product Terms and the relevant Contractual Framework Document, subscription level and Usage Limits. Merit does not guarantee access to any Product and/or Service unless expressly subscribed to or otherwise enabled. Merit may provide all or part of the Platform its, Services or Products through its Affiliates or third-party service providers. All rights granted under this Section are conditional, revocable, and subject to suspension or termination in accordance with the Agreement.

2. Account Registration and Responsibility. To access and use any Product or Service available through the Platform, You must create and maintain an Account. You represent and warrant that all information provided during registration and throughout the use of the Platform is accurate, complete, current, and not misleading, and You agree to promptly update such information as necessary. Each Account is issued to a single legal entity and is intended solely for use by its Authorized Users acting on its behalf. Accounts may not be shared, transferred, sublicensed, or otherwise made available to any unauthorized third party. You are solely responsible for all activities conducted through Your Account, including any access or use by Authorized Users, administrators, or any other individuals acting under Your credentials, whether or not such access or use was expressly authorized by You. You must implement appropriate administrative, technical, and organizational measures to safeguard Your Account credentials and notify Merit immediately of any actual or suspected unauthorized access, misuse, or security breach relating to Your Account. Merit shall not be liable for any loss, damage, or unauthorized access arising from your failure to maintain the confidentiality and security of your Account credentials.

3. Subject to the applicable Product Terms and any Usage Limits, You may authorize designated individuals acting on Your behalf (“ ”) to access and use the Platform and the subscribed Products solely for Your business purposes. Where expressly permitted under the relevant Product Terms, You shall ensure that all Authorized Users are informed of, and comply with, the terms and conditions of the Agreement and any applicable Product Terms. You remain fully responsible and liable for all access to and use of the Platform and Services by Authorized Users and Affiliates, including any acts or omissions, as if such access or use were performed directly by You. Any access to or use of the Platform or Services by an Authorized User or Affiliate in breach of this Agreement shall be deemed a breach by You. Merit may suspend or restrict access to the Platform, its Services or Products where it reasonably determines that such access or use violates this Agreement or poses a security, legal, or operational risk.

1. Subscription Fees. The Fees for access to and use of the Products or Services (the “Subscription Fees”) are set out in the Product Terms. Subscription Fees are fixed for the Subscription Term, except in the following circumstances:

   1. You exceed your applicable Usage Limits, in which case additional fee will be invoiced at Merit’s then-current rates (“Overages”);

   2. You upgrade Products, base packages, or Subscription features, including as a result of exceeding Usage Limits;

   3. You purchase Add-Ons, optional features, or additional Products; or

   4. as otherwise expressly agreed in writing between the Parties.

   Merit may, at its discretion, decrease your Subscription Fees upon written notice. Fees for certain Products or optional features may differ from standard Subscription Fees and are described in the applicable Product Terms.

2. Fee Adjustments at Renewal. Upon renewal of your Subscription, Merit may adjust the Subscription Fees to reflect its then-current list prices. Merit will provide at least thirty (30) days’ prior notice of any fee increase before the start of the next Renewal Term. Without prejudice to any termination provisions included in the applicable Product Term If You do not accept the fee adjustment, You may terminate the subscription at the end of the Subscription Term in accordance with the cancellation provisions included in the relevant Product Terms.

3. Payment of Fees. You shall pay all fees in accordance with the payment method specified in the relevant Product Terms (the “Authorized Payment Method”). By providing an Authorized Payment Method, You authorize Merit to charge all applicable fees, including any applicable taxes, to that method. Merit may use third-party payment processors for this purpose, and You consent to the processing of your payment by such third-party payment processors all in accordance with the Agreement and the Framework Contractual Documents.

1. Term and Renewal. Your Subscription shall commence on the date of activation and shall continue for the Subscription period selected by You during the checkout or activation process (the “Subscription Term”). Unless otherwise indicated in the applicable Product Term, we will automatically renew for successive Subscription Term of equal duration of previously subscribed Subscription Term, unless either party provides notice of non-renewal in accordance with Section 4.2 or the applicable Product Terms of Use.

2. Cancellation and Non-Renewal. You may cancel your Subscription at any time in accordance with the cancellation provisions included in the relevant Product Terms.

3. Temporary Suspension. Without prejudice to other rights or remedies available to Merit in accordance with the law and the Framework Contractual Documents, Merit may temporarily suspend your access to the Platform, its Services or Products, in whole or in part, if:

   1. you fail to pay any fees when due;

   2. you are in breach of the Agreement, any Product Terms, or other Contractual Framework Document;

   3. required for KYB verification, regulatory, legal, or compliance purposes; or

   4. reasonably necessary to protect the security, integrity, or availability of the Platform, its Services or Products.

   Merit will use reasonable efforts to limit the scope and duration of any suspension and restore access promptly once the issue is resolved. Suspension does not relieve you of any fee obligations. Merit may, at its sole discretion and without liability, immediately suspend your access to the Platform, its Services, or Products.

4. Effect of Termination or Expiry. Upon termination or expiration of the Agreement for any reason:

1. Ownership and Rights. You retain all right, title, and interest in and to Your Data, including all Your materials and information you provide or input into the Platform, its Services or Products (“Your Data”). By using the Platform, its Services or Products, you grant Merit including its Affiliates and its licensors a limited, non-exclusive, worldwide, royalty-free license to use, store, copy, transmit, and display Your Data solely as necessary to provide, operate, and improve the Platform, its Services or the subscribed Products in accordance with the Agreement, the Framework Contractual Documents and applicable law. If you are submitting such data on behalf of another entity, you represent and warrant that you have all necessary rights and permissions to do so.

2. Limited Use. Merit will access and use Your Data only to provide the Platform, Products, and Services in accordance with this Agreement, the applicable Product Terms, the DPA and the Privacy Policy. Merit shall not use Your Data for any other purpose without your prior written consent, except as required by law.

3. Tracking and Analytics. You may embed or enable tracking functionalities or tools within the Platform or Products (“Tracking Tools”). Data collected through Tracking Tools, which may include Personal Data, will be used solely to operate, maintain, and improve the Platform and Products, and as otherwise permitted under the Agreement, the DPA and the Privacy Policy.

4. Data Protection. Merit will implement commercially reasonable administrative, technical, and physical safeguards to protect Your Data in accordance with the DPA and the Privacy Policy. For further details on the purposes, legal basis, retention periods, and your rights in relation to Your Data, please refer to the Data Processing Agreement (DPA) and the Privacy Policy.

1. Ownership. The Platform, all Products, Services, and related content, including but not limited to software, code, documentation, interfaces, designs, graphics, trademarks, logos, and any enhancements or modifications thereto (collectively, the “Merit Content”), are owned or licensed by Merit and its Affiliates. This Agreement grants you only a limited, non-exclusive, non-transferable, revocable right to access and use the Platform, Products, and Services in accordance with the Agreement and the applicable Product Terms or Framework Contractual Document. No other rights or licenses, whether by implication, estoppel, or otherwise, are granted.

   You shall not, and shall not permit any third party to:

   1. copy, reproduce, modify, distribute, lease, rent, sublicense, or create derivative works based on the Merit Content, except as expressly authorized herein;

   2. reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure, ideas, or algorithms of the Platform, its Products, or Services; or

   3. remove, obscure, or alter any proprietary notices, labels, or trademarks associated with the Platform, its Products, or Services.

2. Trademarks. All trademarks, service marks, and trade names of Merit or its Affiliates (“Merit Marks”) are owned exclusively by Merit or its Affiliates. Nothing in this Agreement grants you any right, title, or interest in or to any Merit Mark, and you may not use them without prior written consent from Merit.

3. Reservation of Rights. All rights not expressly granted to you under the Agreement are reserved by Merit.

1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, electronically, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, software, product designs, marketing strategies, Your Data, pricing, and other proprietary information.

2. Obligations of the Receiving Party. The Receiving Party shall:

   1. protect the Confidential Information of the Disclosing Party using the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care;

   2. use the Confidential Information solely for purposes of performing its obligations or exercising its rights under the Agreement;

   3. not disclose Confidential Information to any third party, except to (i) its and its Affiliates’ employees, contractors, or agents who have a legitimate need to know for purposes consistent with the Agreement and are bound by confidentiality obligations at least as protective as those herein, or (ii) third-party service providers engaged to perform elements of the Platform, Products, or Services, provided such providers are bound by confidentiality obligations; and

   4. promptly return or destroy the Confidential Information upon the Disclosing Party’s written request, subject to applicable legal or regulatory obligations to retain information all in accordance with the DPA and the Privacy Policy.

3. The Receiving Party may disclose Confidential Information if required by applicable law, regulation, subpoena, or court order, provided that:

1. Publicity Rights. You grant Merit and its Affiliates a non-exclusive, royalty-free, worldwide right to use your name, logo, and other identifying information solely for the purpose of identifying You as a user of the Platform or Products in marketing materials, case studies, presentations, demos and on our Platform and others websites. Such use shall be limited to factual references and shall not imply endorsement of any product, service, or feature beyond your actual experience.

2. Publicity Opt-Out. You may opt out of the publicity rights granted under Section 8.1 at any time by submitting a written request via email to marketing@meritincentives.com

   Upon receipt of a valid opt-out request, we will make commercially reasonable efforts to cease any further use of your name or logo, without affecting any materials already published prior to such request.

1. Your indemnification You shall indemnify, defend and hold harmless Merit, its Affiliates, and their respective officers, directors, employees, agents, licensors and service providers (collectively, the “Merit Indemnitees”) from and against any and all third-party claims, demands, suits, actions or proceedings, and any resulting losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees), to the extent arising out of or relating to:

   1. Your or Your User’s access to or use of the Platform, Products or Services in violation of this Agreement, applicable Product Terms, or applicable laws or regulations;

   2. Your Customer Data, including any allegation that the Customer Data, or Merit’s use of the Customer Data in accordance with this Agreement, infringes or violates any third-party rights or applicable laws;

   3. Your or Your Affiliates’ use of any third-party products, services, integrations or content not provided by or on behalf of Merit; or

   4. any unauthorized access to or use of the Platform, Products or Services by any person using Your Account credentials or information.

   Merit shall promptly notify You in writing upon becoming aware of any such claim. You shall have sole control of the defence and settlement of the claim, provided that You shall not settle any claim in a manner that imposes any obligation on, or requires any admission by, Merit without Merit’s prior written consent (not to be unreasonably withheld). Merit shall provide reasonable cooperation, at Your expense, in connection with the defence or settlement of the claim.

2. Merit Indemnification. Merit shall indemnify, defend and hold harmless You and Your Affiliates, and Your respective officers, directors and employees (collectively, the “Client Indemnitees”) only from and against any third-party claim alleging that the Platform, Products or Services, as provided by Merit and used in accordance with this Agreement, infringe any registered copyright or registered trademark (an “IP Claim”).

   This indemnity shall not apply to the extent that the IP Claim arises from:

1. Performance Warranty. Merit warrants that:

   1. the Platform and any Products or Services will be provided in a manner consistent with generally accepted industry standards applicable to similar self-service SaaS platforms; and

   2. Merit will not knowingly introduce any viruses or other malicious code into the Platform or any Products or Services.

   This warranty does not apply to Free Services.

   
   

   In the event of non-conformance with this warranty, Merit will use commercially reasonable efforts to correct such non-conformance. If Merit is unable to correct the non-conformance within sixty (60) days from the date You notify Merit in writing (the “Remedy Period”), either party may terminate the affected Product or Service by written notice within thirty (30) days after the end of the Remedy Period. Upon such termination, Merit will refund any prepaid but unused fees for the affected Product or Service in accordance with the termination provisions of the Agreement.

   
   

   Merit shall have no obligation or liability under this Section 10.1 if the non-conformance is caused by or based on:

   1. any combination of the Platform, Products or Services with hardware, software, equipment, systems, networks or data not provided by Merit (including Customer Data);

   2. any modification of the Platform, Products or Services by anyone other than Merit, or any modification made by Merit in accordance with specifications or instructions provided by You; or

   3. use of the Platform, Products or Services in violation of or outside the scope of this Agreement or the applicable Product Terms.

   This Section 10.1 states Merit’s entire liability and Your sole and exclusive remedy with respect to any claim arising under this Performance Warranty.

2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, and to the maximum extent permitted by law, Merit, its Affiliates and its licensors make no representations or warranties of any kind regarding the suitability, reliability, availability, timeliness, security, accuracy or completeness of the Platform, Products or Services, or any data, content or outputs made available through them, for any purpose including that application programming interfaces (APIs) may not be available at all times, and without limiting Merit’s obligations under the Data Processing Agreement or applicable data protection laws. The Platform, Products and Services are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Merit does not warrant that the Platform, Products or Services will be uninterrupted, error-free or secure.

1. These Platform Terms are governed by the laws of the Kingdom of Saudi Arabia and disputes are subject to the competent courts of Riyadh. In the event of any dispute arising out of or in connection with these Platform Terms, either party may serve a written dispute notice.

2. 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.

3. While a dispute is being resolved, the parties shall continue to perform their undisputed obligations under these Platform Terms and the applicable Contractual Framework Document.

1. Amendment; No Waiver. Merit may update or modify any part of this Agreement by posting a revised version on the Platform. The revised version will become effective and binding the next business day after posting. We may also provide notice by email or in-app notification (if applicable). No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right. A waiver on one occasion will not constitute a waiver on future occasions. Merit may amend this Agreement at any time by posting an updated version on the Platform. Continued use of the Platform constitutes acceptance of the amended Agreement.

2. Force Majeure. Except for payment obligations, neither party will be liable for delays or failures caused by events associated with acts of God, pandemics, governmental actions, electrical, internet or telecommunication failures, acts of war or sabotage. Parties must use reasonable efforts to mitigate the effects of such events.

3. Limitation Period for Claims. Except for claims relating to nonpayment or infringement of proprietary rights, no action arising out of or relating to this Agreement may be brought more than one (1) year after the cause of action accrues.

4. Relationship of the Parties. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship between the parties.

5. Compliance with Laws. Each party will comply with applicable laws, regulations, and export controls in its performance under this Agreement. Merit may disclose information as required by law or government request. You are responsible for complying with all laws applicable to your use of the Platform its Products and Services.

6. Severability. If any provision of this Agreement is held invalid or unenforceable, it will be replaced with a valid provision reflecting the original intent, and the remainder of the Agreement will remain in effect.