Founding Partner Agreement

MYLO operates a loyalty program aggregation platform that enables UAE consumers to track, manage, and optimise rewards across multiple loyalty programs in a single application. Partner operates {{LOYALTY_PROGRAM_NAME}} (the "Program"), a loyalty program serving UAE consumers. The parties wish to list the Program on the MYLO platform on the terms set out in this Agreement.

This Agreement is entered into as of {{EFFECTIVE_DATE}} (the "Effective Date"). MYLO and Partner are each a "Party" and together the "Parties".

1. Definitions

In this Agreement:

1. "Confidential Information" has the meaning given in Clause 10.
2. "Consumer Launch Date" means the date on which the MYLO consumer application becomes publicly available for download in the UAE via the Apple App Store and Google Play Store. MYLO will notify Partner of the Consumer Launch Date in writing within 5 business days after it occurs. A beta, test, invite-only or web-only release (including the MYLO Founding Beta) is not the Consumer Launch Date.
3. "Founding Rate" means the monthly fee specified in the Commercial Summary above, locked for 24 months from the Consumer Launch Date.
4. "MYLO Platform" means the MYLO loyalty aggregation application, partner portal at mrmylo.io, SuperStack™ recommendation engine, CardIQ™ onboarding technology, and MYLES™ rewards currency, together with all updates, enhancements, and related documentation.
5. "Partner Content" means any data, materials, logos, card art, earn rate information, brand assets, and other content provided by Partner to MYLO under this Agreement.
6. "Partner Dashboard" means the analytics and management interface accessible to Partner at mrmylo.io.
7. "Services" means the platform access and tier-specific services described in Clause 3.
8. "Setup Fee" means the one-time fee of AED 5,000 included on the first invoice under Clause 5, together with the first monthly fee. The Setup Fee is payable once, when Partner first becomes a paid partner of MYLO: no Setup Fee is payable where Partner has already paid it under an earlier agreement with MYLO (for example on moving from Essential to Eminent).
9. "Standard Rate" means the monthly fee of {{STANDARD_MONTHLY_FEE_AED}} applicable after the Founding Rate period expires.

2. Grant of Access

MYLO grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the MYLO Platform solely for the purpose of listing the Program, accessing Partner Dashboard analytics, and receiving the Services during the term of this Agreement.

Partner grants MYLO a non-exclusive, royalty-free licence to reproduce, display, and use Partner Content within the MYLO Platform, in co-marketing materials approved in writing by Partner, and in any regulatory or investor disclosure where MYLO is required to identify its partner programs. This licence terminates upon the effective date of termination of this Agreement.

From the Effective Date until termination of this Agreement, MYLO may name Partner and display its logo as a founding partner in investor and partner materials. Partner may withdraw this consent by written notice. Withdrawal or termination applies to materials prepared or distributed after MYLO receives the notice or after termination, and MYLO will not describe Partner as a current partner after either.

3. Services

MYLO will provide Partner with the following services during the term:

MYLO will use commercially reasonable efforts to make the MYLO Platform available with a monthly uptime of 99.5%, excluding scheduled maintenance (of which MYLO will give 48 hours advance notice where practicable) and events beyond MYLO's reasonable control.

4. Onboarding

Within 2 business days of execution of this Agreement, MYLO will issue Partner a signed onboarding link, valid for 7 days. Partner will use the onboarding link to complete its listing, upload any required assets, and confirm earn rates. MYLO will review and publish Partner's listing within 2 business days of a complete submission. The listing will be discoverable to consumers from the Consumer Launch Date.

Partner is responsible for the accuracy of all earn rate data, brand assets, and program information submitted via the onboarding link. Material inaccuracies that mislead consumers are a material breach of this Agreement.

5. Fees and Payment

Fees and first invoice. No fees are payable before the Consumer Launch Date. On or after the Consumer Launch Date, MYLO will issue Partner its first invoice with a secure payment link. The first invoice will include the one-time Setup Fee of AED 5,000 and the first monthly fee at the Founding Rate of {{MONTHLY_FEE_AED}}. Monthly fees are then invoiced in advance on the same calendar day of each following month. Each invoice is due on its date of issue (the "due date"), and Partner will pay each invoice in full. The Setup Fee is non-refundable except as set out in Clause 12 (Refund on early termination by MYLO).

Founding Rate Lock. MYLO will not increase the monthly fee above the Founding Rate for a period of 24 months from the Consumer Launch Date (the "Rate Lock Period"). On expiry of the Rate Lock Period, the monthly fee will transition to the Standard Rate of {{STANDARD_MONTHLY_FEE_AED}} per month, with 60 days written notice from MYLO. The Rate Lock Period starts on the actual Consumer Launch Date, whenever that occurs.

Late payment. Fees not paid within 10 business days of the due date will accrue interest at 5% per annum above the UAE Central Bank base rate, calculated daily. MYLO may suspend Partner's access to the MYLO Platform on 5 business days written notice if any fee remains unpaid after 20 business days.

VAT. All fees are exclusive of UAE VAT. Where VAT applies, MYLO will issue a tax invoice and Partner will pay the applicable VAT in addition to the stated fees.

6. Partner Obligations

Partner agrees to:

1. provide accurate and up-to-date earn rate data, brand assets, and program information, and notify MYLO of any material changes within 5 business days of the change taking effect;
2. use the MYLO Platform only as permitted under this Agreement and not for any unlawful purpose;
3. not attempt to reverse-engineer, copy, or circumvent any part of the MYLO Platform, the SuperStack™ algorithm, or any MYLO technology;
4. comply with all applicable UAE laws and regulations in connection with the Program and its participation on the MYLO Platform; and
5. appoint a named contact person for MYLO communications and keep that contact information current.

7. Intellectual Property

MYLO IP. MYLO retains all right, title, and interest in and to the MYLO Platform, the SuperStack™ algorithm, CardIQ™ technology, MYLES™ rewards currency, all derived data insights, all aggregated and anonymised user analytics, all improvements and developments made during or after the relationship, and all related intellectual property. Nothing in this Agreement transfers any MYLO IP to Partner. Partner's access rights terminate immediately on termination of this Agreement.

Partner IP. Partner retains all right, title, and interest in and to Partner Content. Partner grants MYLO the licence described in Clause 2 solely for the purposes stated.

Derived data. MYLO owns all aggregated, anonymised, and derived analytics generated from user interactions with Partner's listing on the MYLO Platform. MYLO may use such data for product improvement, benchmarking, and investor reporting. No individual user data will be attributed to Partner in any external reporting without consent.

8. Data

The Parties acknowledge that MYLO is the data controller for personal data of MYLO users. Partner does not receive access to individual user personal data through this Agreement. Partner Dashboard analytics are aggregated and do not contain information that identifies individual users.

To the extent Partner provides personal data of its own loyalty program members to MYLO (for example, earn rate verification or co-marketing campaign briefing), Partner warrants that it has the necessary lawful basis to share such data and that any such transfer complies with the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021). If Partner will provide personal data to MYLO, or MYLO will process personal data on Partner's behalf, the Parties will first agree in writing each Party's role for that data and, where MYLO acts as processor, execute a Data Processing Agreement before any such data is shared.

MYLO processes the business contact details of Partner's staff as controller, under its Privacy Policy, to administer this Agreement. Partner will inform the staff whose contact details it gives MYLO of this processing. Push messages are sent by MYLO only to MYLO members who opt in, and Partner receives no member contact details.

9. Representations and Warranties

MYLO warrants that:

1. it has full authority to enter into this Agreement;
2. the MYLO Platform will perform materially as described in this Agreement and in the partner documentation at mrmylo.io/docs;
3. it will maintain commercially reasonable security measures to protect Partner Content; and
4. it will comply with applicable UAE data protection law in its handling of personal data.

Partner warrants that:

1. it has full authority to enter into this Agreement;
2. it has the right to grant MYLO the licence to Partner Content described in Clause 2;
3. Partner Content does not infringe the intellectual property rights of any third party; and
4. it will comply with all applicable UAE laws in connection with the Program and its obligations under this Agreement.

10. Confidentiality

Each Party ("Receiving Party") agrees to hold in strict confidence all non-public information disclosed by the other Party ("Disclosing Party") in connection with this Agreement ("Confidential Information"), using at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (d) is received from a third party without restriction; or (e) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt prior written notice to the Disclosing Party.

Confidentiality obligations survive termination of this Agreement for 3 years from the date of each disclosure. For the avoidance of doubt, the terms of this Agreement (including pricing) are Confidential Information of both Parties.

Either Party may disclose Confidential Information, including the terms of this Agreement, to its professional advisers, auditors, financiers and actual or prospective investors or acquirers who need to know it and are bound by confidentiality obligations no less protective than this Clause 10.

11. Liability

Cap. To the fullest extent permitted by UAE law, each Party's aggregate liability to the other under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the greater of (a) the fees paid or payable by Partner under this Agreement in the 12 months before the event giving rise to the claim and (b) AED 30,000.

Exclusion of consequential loss. Neither Party will be liable to the other for any loss of profits, loss of revenue, loss of data, loss of business, or any indirect, special, or consequential loss, whether or not that loss was foreseeable or the Party had been advised of its possibility, except in the case of fraud, wilful misconduct, death or personal injury caused by negligence, breach of Clause 10 (Confidentiality), or infringement of the other Party's intellectual property rights.

Uncapped liability. Nothing in this Agreement limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) death or personal injury caused by negligence; (d) a Party's infringement of the other Party's intellectual property rights; or (e) a data breach caused by a Party's gross negligence or wilful failure to implement reasonable security measures.

Indemnity. Each Party will indemnify the other against third-party claims to the extent arising from its fraud, its breach of Clause 9, or its infringement of a third party's intellectual property rights, subject to this Clause 11. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control its defence and settlement, and give reasonable cooperation.

12. Term and Termination

Initial term. This Agreement commences on the Effective Date and continues until 12 months after the Consumer Launch Date (the "Initial Term"), unless terminated earlier in accordance with this Clause.

Renewal. After the Initial Term, this Agreement will automatically renew for successive 12-month periods unless either Party gives the other at least 60 days written notice before the end of the then-current term.

Termination for convenience. Either Party may terminate this Agreement at any time on 30 days written notice to the other Party. Termination for convenience by Partner does not entitle Partner to a refund of any fees already paid.

Termination for cause. Either Party may terminate this Agreement immediately on written notice if: (a) the other Party commits a material breach of this Agreement and fails to remedy that breach within 10 business days of receiving written notice describing the breach; (b) the other Party becomes insolvent, enters administration, or is wound up; or (c) regulatory action is taken against the other Party that prevents it from performing its obligations.

Effect of termination. On termination: (a) Partner's access to the MYLO Platform is revoked immediately; (b) Partner's listing is removed from the MYLO Platform within 5 business days; (c) each Party returns or destroys the other's Confidential Information within 30 days and certifies in writing that it has done so; (d) accrued payment obligations survive termination; and (e) Clauses 7, 8, 10, 11 and 13, and the refund provision of this Clause 12, survive termination.

Refund on early termination by MYLO. If MYLO terminates this Agreement for its own convenience, MYLO will refund any monthly fees paid for the period after the termination date and, if the termination date falls within 12 months after the Consumer Launch Date, the Setup Fee in full. The same refund applies if Partner terminates for MYLO's uncured material breach.

Long-stop date. If the Consumer Launch Date has not occurred by 30 June 2027, either Party may terminate this Agreement on written notice, without liability for that termination. No fees will be payable for any period, and the effect-of-termination provisions of this Clause 12 apply.

13. General

1. Governing law. This Agreement is governed by the laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation within 30 days of written notice will be submitted to the exclusive jurisdiction of the Dubai Courts. Where both Parties agree in writing at the time a dispute arises, disputes may alternatively be resolved by ICC arbitration seated in Dubai, applying UAE Federal law, conducted in English.
2. Entire agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, or agreements relating to the same subject matter.
3. Amendments. No amendment to this Agreement is effective unless in writing and signed by authorised representatives of both Parties.
4. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that MYLO may assign this Agreement to a successor entity in a merger, acquisition, or sale of substantially all of its assets, on 30 days written notice to Partner.
5. Force majeure. Neither Party will be in breach for any failure or delay caused by events beyond its reasonable control, including acts of God, government actions, regulatory changes, or infrastructure failures. The affected Party will give prompt written notice and use reasonable efforts to resume performance.
6. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.
7. Waiver. Failure to enforce any provision is not a waiver of the right to enforce it in the future.
8. Notices. Notices under this Agreement must be in writing and delivered by email (with read receipt requested) or by courier to the addresses of the Parties' authorised signatories as set out in this Agreement. MYLO notices to: partner@mrmylo.io. Partner notices to the notice email in Partner's signature block, or another address Partner notifies in writing.
9. Relationship. This Agreement does not create any partnership, joint venture, employment, agency, or franchise relationship between the Parties.
10. Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which constitutes an original. Electronic signatures are valid under UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.