Merchant agreement

This Master Advertiser and Merchant Agreement is entered into between:

1. Luup One, operated by Luup L.L.C-FZ (Dubai, United Arab Emirates) (Luup One); and
2. the Merchant identified in the applicable Order Form (Merchant).

Together, the Parties.

01Purpose

1.1 This Agreement sets out the terms under which Luup One will operate a managed Community Commerce® growth programme for the Merchant.

1.2 Luup One will design, manage, track, verify, review, report, and optimise approved missions, offers, participant activity, creative submissions, rewards, and campaign performance through Luup One's human and algorithmic growth system.

1.3 The Merchant will provide approved offers, product information, campaign materials, brand assets, tracking destinations, commission payments, reward funds, and required approvals.

02Definitions

2.1 Approved Creative means advertising copy, images, video, landing pages, offer text, app content, mission instructions, social posts, email copy, or other materials approved under this Agreement.

2.2 Brand Assets means the Merchant's names, trademarks, logos, product names, domain names, images, campaign assets, and other brand materials.

2.3 Commission means any CPA, revenue share, bounty, percentage fee, fixed fee, recurring fee, reward, royalty, or other performance based amount payable by the Merchant to Luup One.

2.4 End User means an individual who participates in a Luup One powered app, campaign, mission, offer, or programme.

2.5 Luup One Platform means Luup One's app, tracking infrastructure, attribution systems, reporting tools, review workflows, human review systems, algorithmic tools, payout workflows, and related services.

2.6 Mission means a guided action designed by Luup One and approved by the Merchant.

2.7 Order Form means an order form, insertion order, schedule, statement of work, or campaign schedule signed or approved by the Parties.

2.8 Promotional Period means the period during which an offer, link, code, landing page, creative, campaign, or mission is valid.

2.9 Qualifying Action means a tracked action that meets the criteria in the applicable Order Form, including a completed purchase, paid subscription, trial conversion, lead, demo booking, account activation, renewal, event registration, or other approved event.

2.10 Rejected Action means any action that is invalid, fraudulent, duplicated, cancelled, refunded, self referred, generated through prohibited traffic, outside the Promotional Period, or otherwise excluded.

03Appointment

3.1 The Merchant appoints Luup One to operate approved promotional activity for the Merchant during the Term.

3.2 Luup One may promote the Merchant through approved app placements, missions, tracked links, codes, offer pages, participant communications, in app notifications, campaign pages, and other approved activation methods.

3.3 Luup One may engage End Users, creators, customers, partners, publishers, and approved third parties to participate in Merchant campaigns.

3.4 Luup One is not appointed as agent with authority to bind the Merchant unless expressly agreed in writing.

04Merchant obligations

4.1 The Merchant must:

1. provide accurate product, offer, price, discount, eligibility, and campaign information;
2. approve or reject campaign materials within agreed timeframes;
3. honour approved offers during the Promotional Period;
4. provide working landing pages and checkout flows;
5. maintain tracking destinations;
6. pay Commission and approved rewards;
7. maintain required payout float or reward inventory;
8. comply with applicable law;
9. provide required legal, regulatory, and product claim approvals;
10. notify Luup One promptly of product changes, offer changes, stock issues, legal issues, or campaign risks.

05Luup One obligations

5.1 Luup One must:

1. operate the programme with reasonable skill and care;
2. design and manage missions in line with approved briefs;
3. provide tracking and reporting for agreed campaign activity;
4. review participant submissions in line with agreed workflows;
5. verify Qualifying Actions;
6. operate fraud, quality, and compliance review processes;
7. process approved participant rewards where agreed and funded;
8. provide support in line with the Service Level Agreement where applicable.

5.2 Luup One does not guarantee any specific sales volume, customer acquisition number, revenue amount, conversion rate, or campaign outcome.

06Commercial model and commission

6.1 The Merchant will pay Luup One the Commission set out in the applicable Order Form.

6.2 Unless otherwise stated, Commission is payable only on Qualifying Actions tracked through approved links, approved codes, platform integrations, or other agreed tracking methods.

6.3 Commission may be structured as:

1. CPA only: an agreed percentage of CPA, or a fixed USD amount per Qualifying Action, in each case as set out in the Order Form;
2. CPA management fee: an agreed percentage of merchant funded participant payout, as set out in the Order Form;
3. growth fee plus reduced CPA: a fixed monthly USD fee plus an agreed reduced CPA percentage, as set out in the Order Form;
4. flat bounty: a fixed USD amount per Qualifying Action, as set out in the Order Form;
5. custom tiered commission as set out in the Order Form.

6.4 Commission may vary by product, region, customer type, acquisition source, subscription level, campaign, mission, promotional period, or volume tier.

6.5 Commission is calculated net of VAT, sales tax, refunds, chargebacks, cancellations, duplicate transactions, and fraudulent activity unless the Order Form states otherwise.

6.6 Commission is payable only once per Qualifying Action.

6.7 If multiple attribution sources claim the same action, the agreed attribution rules will apply.

6.8 The Merchant must not reduce, withhold, reverse, or amend Commission after approval except for fraud, refund, cancellation, chargeback, tracking error, or clear breach.

07Promotional periods

7.1 Each campaign must state:

1. campaign name;
2. offer description;
3. products or services included;
4. territory;
5. start date and time zone;
6. end date and time zone;
7. offer cap;
8. participant cap;
9. code rules;
10. commission rate;
11. reward type;
12. approved channels;
13. required disclosures;
14. creative approval contact;
15. emergency takedown contact.

7.2 Actions completed outside the Promotional Period are not Qualifying Actions unless the Merchant approves them in writing.

7.3 Discount codes, offer pages, and tracked links must be disabled or updated promptly after expiry.

08Creative approval

8.1 Luup One will submit proposed missions, offer copy, creative, or participant instructions to the Merchant for approval where required.

8.2 The Merchant must approve, reject, or request edits within three Business Days.

8.3 No creative will be published until approved, unless the Order Form expressly states otherwise.

8.4 Silence does not constitute approval unless expressly stated in the Order Form.

8.5 The Merchant may request takedown for legal, brand, product, or compliance reasons.

09Tracking and attribution

9.1 Tracking methods may include approved links, codes, QR codes, platform integrations, APIs, server to server tracking, or other agreed mechanisms.

9.2 Attribution method: last click, unless otherwise stated in the applicable Order Form.

9.3 Attribution window: 30 days, unless otherwise stated in the applicable Order Form.

9.4 Fraud review period: 30 days.

9.5 Approval period: 45 days after conversion.

9.6 Reconciliation cadence: monthly unless otherwise agreed.

10Trademark usage

10.1 The Merchant grants Luup One a limited, non exclusive, revocable licence to use Merchant Brand Assets for approved campaigns, missions, app placements, offer pages, reporting, participant communications, and related programme activity.

10.2 Luup One and End Users must not:

1. alter Merchant logos except for technical resizing;
2. use Merchant marks in domains or handles without approval;
3. bid on Merchant trademark keywords without written approval;
4. imply employment or official spokesperson status;
5. create unapproved ads or landing pages;
6. make unapproved product claims;
7. use Merchant marks after campaign expiry except for reporting, audit, legal compliance, or wind down.

10.3 The Merchant may reference Luup One only with prior written approval.

10.4 Case studies, press releases, testimonials, logos, performance claims, and public announcements require prior written approval from both Parties.

11Rewards and payout funding

11.1 The Merchant is responsible for funding and fulfilling Merchant funded rewards unless the Order Form states otherwise.

11.2 Where Luup One manages payout or fulfilment, it does so as an operational service provider unless expressly agreed otherwise.

11.3 The Merchant must maintain sufficient payout float, reward inventory, or payment method availability to support approved campaigns.

11.4 If the Merchant does not provide funds or inventory, Luup One may pause redemptions, suspend payouts, remove rewards, mark rewards unavailable, or suspend campaigns.

12Compliance

12.1 Each Party must comply with applicable laws, regulations, codes, and platform rules, including advertising, consumer protection, electronic marketing, privacy, data protection, intellectual property, endorsements, promotions, taxation, sanctions, and anti bribery laws.

12.2 The Merchant is responsible for the legality, accuracy, and substantiation of all Merchant products, claims, offers, prices, discounts, product descriptions, eligibility rules, and promotional terms.

12.3 Luup One is responsible for operating the programme in line with approved campaign rules, review workflows, and applicable platform obligations.

12.4 The Parties will cooperate to ensure required disclosures are included where End Users receive rewards, incentives, or other value in connection with a recommendation, post, review, or promotion.

13Data and reporting

13.1 Luup One will provide reporting on tracked actions, approved actions, rejected actions, Commission, campaign performance, mission participation, and other agreed metrics.

13.2 The Merchant may access agreed reporting dashboards or receive periodic reports.

13.3 Each Party must maintain accurate records needed to verify Commission, campaign performance, payment obligations, and compliance.

13.4 The Merchant must not use Luup One reporting to reverse engineer Luup One systems, build competing models, or identify End Users beyond the permissions granted under applicable terms and data protection documents.

13.5 Luup One may use aggregated, anonymised, or derived performance insights to improve its playbooks, benchmarking, fraud controls, campaign optimisation, and algorithmic systems, provided no Merchant Confidential Information or identifiable personal data is disclosed.

14Confidentiality

14.1 Each Party must keep the other Party's Confidential Information confidential and use it only for the purposes of this Agreement.

14.2 Confidential Information includes commercial terms, Commission rates, campaign performance, customer data, technical documentation, non public product information, brand strategy, security information, and operational methods.

14.3 Confidentiality obligations do not apply to information that is public, already known, independently developed, lawfully received from a third party, or required to be disclosed by law.

14.4 Confidentiality obligations continue for three years after termination, except trade secrets and sensitive technical or commercial information, which remain protected for as long as permitted by law.

15Warranties

15.1 Each Party warrants that it has authority to enter into this Agreement.

15.2 The Merchant warrants that:

1. it owns or has the right to use and license the Brand Assets;
2. Merchant products, offers, claims, discounts, and promotional terms are accurate and lawful;
3. Merchant landing pages and checkout flows will operate correctly;
4. it will honour valid offers made during the Promotional Period;
5. it will pay Commission and approved participant rewards.

15.3 Luup One warrants that it will perform the services with reasonable skill and care.

15.4 Except as expressly stated, all warranties are excluded to the extent permitted by law.

16Indemnities

16.1 The Merchant will indemnify Luup One against losses arising from:

1. Merchant products or services;
2. inaccurate or unlawful Merchant claims, offers, or creative approvals;
3. infringement by Brand Assets or Merchant provided content;
4. failure to honour approved offers;
5. Merchant breach of law or this Agreement;
6. failure to fund approved rewards.

16.2 Luup One will indemnify the Merchant against losses arising from:

1. Luup One's unauthorised use of Brand Assets;
2. Luup One's breach of confidentiality;
3. Luup One's wilful misconduct or fraud;
4. infringement by Luup One owned materials, excluding Merchant materials, End User content, and third party materials.

17Term and termination

17.1 This Agreement begins on the Effective Date and continues for an initial term of 12 months unless terminated earlier.

17.2 After the initial term, this Agreement renews for successive one month periods unless either Party gives 30 days' written notice.

17.3 Either Party may terminate immediately if the other Party:

1. materially breaches and fails to remedy within 14 days of notice;
2. becomes insolvent;
3. commits fraud or wilful misconduct;
4. causes material reputational harm;
5. commits a serious legal breach.

17.4 Luup One may suspend campaigns immediately where there is suspected fraud, unpaid undisputed invoices, insufficient payout float, legal risk, tracking failure, or brand safety risk.

17.5 On termination:

1. active offers will be removed or disabled;
2. Brand Assets will stop being used except for wind down, reporting, audit, or legal compliance;
3. outstanding Commission and approved rewards remain payable;
4. Confidential Information will be returned or deleted where required;
5. clauses intended to survive termination will continue.

18Limitation of liability

18.1 Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or liability that cannot be limited by law.

18.2 Subject to clause 18.1, each Party's total liability will not exceed the fees paid or payable in the 12 months before the claim.

18.3 Neither Party is liable for indirect, consequential, special, punitive, or exemplary damages, or loss of profits, goodwill, anticipated savings, or business opportunity, except where arising from fraud, confidentiality breach, payment obligations, or indemnified claims.

19Dispute escalation

19.1 The Parties will first attempt to resolve disputes through operational contacts.

19.2 If unresolved after 10 Business Days, the dispute will be escalated to senior commercial contacts.

19.3 If unresolved after a further 10 Business Days, either Party may refer the dispute to legal representatives or begin formal proceedings.

19.4 Payment disputes do not excuse payment of undisputed amounts.

20Notices

20.1 Notices must be sent by email and recorded delivery to the contacts stated in the Order Form.

20.2 Notices are deemed received:

1. by email, on the next Business Day after sending, provided no bounce back is received;
2. by recorded delivery, on signature or attempted delivery.

21Assignment and subcontracting

21.1 Neither Party may assign this Agreement without prior written consent, except to an affiliate or in connection with a merger, acquisition, restructuring, or sale of substantially all assets.

21.2 Luup One may use subcontractors, technology providers, payment providers, verification teams, infrastructure partners, and operational support providers, provided Luup One remains responsible for their work.

22Governing law and jurisdiction

22.1 This Agreement and any dispute, claim, or non contractual obligation arising out of or in connection with it are governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai.

22.2 The Courts of the Dubai International Financial Centre shall have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, termination, or enforceability.