Terms and Conditions of the Participatory Loyalty Program Provided by AL-RADI RUKMIYYA Company (For Members)

Introduction

These Terms and Conditions govern the participation in the Uplines Loyalty Program offered by AL-RADI RUKMIYYA (Uplines) and regulate the use of the platform by its members to acquire membership and accumulate points. By accessing any part of the platform's portals and utilizing its services, members acknowledge that they have thoroughly read, understood, and agreed to be fully bound by these Terms and Conditions.

Definitions:

The following definitions apply in these Terms and Conditions unless the context requires otherwise shall have the following meanings:

The Company:  Refers to AL-RADI RUKMIYYA Company, operating under the brand name Uplines.

The Platform: the Uplines Super App, a proprietary application of AL-RADI RUKMIYYA Company (Uplines), designed to allow members to earn points through their purchases and the purchases made by individuals they refer to the platform.

Platform Points: The rewards points accumulated by a member on the Uplines Super App for making purchases or for purchases made by those they have referred to the platform. These points are redeemable for cash or for vouchers and gift cards.

Platform Stores: The array of traditional and online retailers accessible through the Uplines Super App, where members can shop and earn points.

Member: Means an individual who uses the Uplines Super App platform.

Membership Number: Means the unique identifier assigned to a member within the platform.

Member's Portfolio: Means the account within the platform designated by the membership number for collecting and redeeming points.

Purchasing Operations: Means transactions conducted through the Uplines Super App that result in a member earning points.

Verification Code: A unique code sent to the member’s registered mobile number by the company for verification purposes.

Platform Membership:

1. Registration on the platform is free and available to all who wish to register in the Kingdom of Saudi Arabia.

2. The member is solely responsible for all self-employment taxes and any other governmental or additional taxes that may be due as a result of earning points from the company's loyalty program.

3. The member must comply with Saudi regulations, rules, and laws relevant to the application of these Terms and Conditions.

Earning Points:

1. The company employs a referral marketing system whereby a loyalty program member shares a referral link with targeted members. The program does not have set levels but operates with a clearly defined commission system in full compliance with all relevant regulations and laws. Commissions are distributed as follows:

A. The purchasing member receives 10% of the commission earned by the company.

B. The member who referred the purchaser receives 20% of the commission earned by the company (if applicable) as a gift from the company, without diminishing the rights of member (A).

C. The member who referred member (B) receives 10% of the commission earned by the company (if applicable) as a gift from the company, without diminishing the rights of the previously mentioned members.

D. The member who referred member (C) receives 10% of the commission earned by the company (if applicable) as a gift from the company, without diminishing the rights of the above-mentioned members.

E. The member who referred member (D) receives 10% of the commission earned by the company (if applicable) as a gift from the company, without diminishing the rights of the above-mentioned members.

F. The member who referred member (E) receives 10% of the commission earned by the company (if applicable) as a gift from the company, without diminishing the rights of the above-mentioned members.

2. Members earn points from purchasing operations conducted through the platform, as well as from the purchases of members they have referred, according to the following mechanism:

Points for Effort: These are specific points granted by the company to everyone who registers in the collaborative loyalty system and makes an effort to share their referral link with others, with a maximum of 2500 points.

Points for Purchasing: These are additional points on top of the effort points, awarded as an incentive to the member as follows:

First Incentive: For personal purchases amounting to 200 SAR and having referred members who also make purchases, up to 10000 points are granted.

Second Incentive: For personal purchases amounting to 500 SAR and having referred members who also make purchases, up to 25000 points are granted.

Third Incentive: For personal purchases amounting to 1000 SAR and having referred members who also make purchases, up to 50000 points are granted.

Managing Points:

1. Upon approval of their registration, the company creates a portfolio for the member for the purpose of collecting points.

2. Points can only be utilized after being added to the member’s portfolio by the company on the 28th of each Gregorian month.

3. Members are entitled to exchange the points they have earned through specified outlets according to these terms and conditions, bearing any associated administrative fees not exceeding 7% of the points' value.

4. Points can only be earned or redeemed as specified in these terms and conditions. Any other use, grant, sale, or exchange of points is considered a violation of these terms and conditions. Any points not acquired and held according to these terms and conditions shall be void, and the company will cancel related points if such points are exchanged.

5. Members who continue to accumulate points can view their electronic statement in their virtual office on the platform, including points earned or utilized in their portfolio.

Confidentiality:

The member is fully responsible for keeping their password secure from theft and agrees not to share it with anyone. They are also responsible for any loss, theft, or misuse of their password and any losses resulting from the use of their password, phone number, or email.

The member is solely responsible for:

A. All information they publish on the platform.

B. Ensuring all published information is accurate and appropriate in style.

C. Adhering at all times to all regulations and laws in force in the Kingdom.

D. Providing all necessary devices for accessing the internet and the platform, although the company strives to make the platform accessible at all times.

Termination:

A member’s access to the platform ends, and they are no longer entitled to use it if:

1. The member submits a written or electronic notice of termination.

2. The company decides, at its discretion, to freeze, restrict, or terminate the member’s access to the platform or portfolio for any reason after notifying them.

3. The member violates or threatens to violate the terms and conditions, commits fraud, violates any of the company’s policies, fails to perform to the company’s required standards, in addition to any other remedies available under these terms and conditions and applicable laws, at any time and for any duration. The company is not responsible for returning any published information of any kind to the member upon termination or freezing of their access to the platform, including any information published on the platform by the member.

4. The company reserves the right to freeze or terminate a member's membership with prior notification if the member breaches these terms and conditions, misuses points in a prohibited manner, commits theft from the platform, engages in misconduct related to the platform, or provides false or misleading information to the company.

Except as expressly set out in these terms and conditions, the Company, its affiliates (or the owners of intellectual property rights in those Companies), its directors, officers, employees, agents, suppliers, members, or its authorized affiliates do not make any warranties of any kind, whether express or implied, including, but not limited to:

1. Warranties of merchantability or those that fit a particular purpose.

2. The Platform is error-free.

3. The minimum period of operation of the Platform.

4. The results the Vendor obtains by accepting these terms and conditions or using the Platform.

Intellectual Property Rights:

1. All intellectual property, including trademarks, patents, copyrights, and other intellectual property rights, remain the exclusive property of the Company.

2. These terms and conditions do not grant any intellectual property rights to the Member or any third party.

The Company shall not be responsible before any party in the event that it didn't fulfil its obligations under these terms and provisions due to an occurrence of an event that makes its implementation impossible, out of its control, can't be avoided or predicted, including but not limited to fires, floods, explosions, terrorist actions, wars, curfews, governmental laws, regulations or resolutions, civil or military authorities, acts, omissions of the transport or shipping authorities, service providers authorities or acts related to sabotage or hacking.

Confidentiality:

The Member commits to keeping the Company's confidential information private and not using it for any purpose other than what is necessary for the use of the platform. This includes not disclosing such information to third parties unless allowed by these terms and conditions, adhering to the confidentiality obligations outlined herein. The Member is expected to protect the Company's confidential information with the same level of care as they would their own confidential information to prevent the disclosure of confidential information disclosed to him by the company.

Warranties:

The Company, its affiliates, directors, officers, employees, agents, suppliers, members, or authorized affiliates, except as explicitly stated in these terms and conditions, do not offer any warranties, express or implied. This includes, but is not limited to:

. Warranties of merchantability or fitness for a particular purpose.

. Guarantees that the platform will be error-free.

. Promises regarding the minimum operation time of the platform.

. Expectations of results that the Member may achieve by agreeing to these terms and conditions and/or using the platform.

Limitations of Liability:

The Member acknowledges the following limitations of the Company's liability under these terms and conditions:

1. The Terms and Conditions shall not be construed as constituting or creating a partnership or joint venture relationship between the parties, and neither party shall have the power to bind or assume obligations on its behalf without prior written consent.

2. The Company is not responsible for loss, theft, damage, or unauthorized use of the Member's password, or for any technical failures beyond the Company's control.

3. The Company bears no responsibility for actions taken by third parties using the platform or accessing information published by the Member.

4. The Company does not endorse or assume responsibility for any third party under these terms and conditions, nor does it make any warranties or commitments concerning such parties.

5. The Company is not involved in any transactions or disputes between the Member and any store on the platform. Disputes related to purchases or any commercial transaction aspects are solely between the Member and the store.

6. The Company is not liable for any store's failure to adhere to applicable laws, regulations, and rules.

7. The Company is not obligated to review or monitor any information published on the platform or provided by the Member.

8. The Company is not liable for any content, including texts, images, or information published on the platform that may infringe on legal regulations or third-party intellectual property rights.

9. The Company is not responsible for the platform's malfunctioning or failure to operate as intended.

10. The Company bears no liability for damages resulting from the platform's interruption, freezing, or cessation. Members are advised to prepare for possible disruptions.

11. The Company is not accountable for any delays or failures in fulfilling its obligations under these terms and conditions due to unforeseen circumstances beyond its control.

Assignment and Death:

Membership rights cannot be transferred, sold, or bequeathed. Membership ceases upon the member's death or as outlined in the "Termination" section.

Force Majeure:

The company shall not be liable to any party in case of its failure to fulfill its obligations under these terms and conditions due to the occurrence of an event that renders the fulfillment of obligations impossible, beyond its control, not reasonably foreseeable, and unavoidable. This includes, but is not limited to, events such as fires, floods, explosions, terrorist acts, wars, embargoes, laws or regulations, governmental or civil authorities' decisions, transportation or shipping entities' actions or omissions, service providers' actions, or related sabotage or cyber-attacks.

Member’s Relationship with the Company:

These terms do not create a partnership or any form of joint venture, nor do they impose any mutual liabilities between the member and the Company.

Compliance with Laws:

All parties are required to adhere to applicable laws, regulations, and directives relevant to their activities under these terms and conditions enforced in the Kingdom of Saudi Arabia.

Miscellaneous

1. These terms and conditions are applicable exclusively between the Company and the Member. No third party shall derive any benefits from these terms and conditions.

2. The Member consents to the Company processing any information related to the member, their accounts, and their transactions with the platform’s stores and others for the purposes of operational workflow and platform development. The Member retains the right to withdraw consent by notifying the Company.

3. Members are prohibited from promoting network marketing, pyramid schemes, Ponzi schemes, or any similar investment plans through the Company's network.

4. The Company will take effective steps to ensure the accuracy, completeness, and timeliness of the member's data.

5. The Company is obligated to disclose Member data upon request by governmental authorities for security purposes, to comply with laws, or to fulfill judicial orders and requirements, in accordance with the regulations of the Kingdom of Saudi Arabia.

6. The Company reserves the right to amend these terms and conditions at its discretion. Members will be notified of any changes through the Company's chosen communication methods at least 30 days before the amendments take effect. Continued use of the platform and its services after such changes will be deemed acceptance of the revised terms by the member.

7. The Company may adjust the points distribution mechanism and their values as deemed necessary. Members will be informed of any changes to these mechanisms or values at least 30 days before they take effect. Continued access to and use of the platform and its services after these changes will constitute the member's acceptance of the new terms.

8. The Company reserves the right to temporarily freeze or permanently close the Platform, providing notice to members in advance. Should the Platform be frozen or closed, all accounts will be similarly frozen or closed, with members being able to withdraw their previously earned points.

9. Members are not permitted to copy or reproduce any part of the Platform, whether directly or indirectly, electronically or manually, including but not limited to its presentation, style, and organization.

10. The member is obligated to use the Platform solely for its intended purposes and not for the benefit of any third party, unless explicitly permitted under these terms and conditions.

11. The member is prohibited from using the platform to publish, send, transform, present, distribute, store, or destroy any content, photographs, descriptions, graphics, audio materials, text, messages, or other information (collectively referred to as “shared information”) that:

A. Violates applicable Sharia Law, any law, regulation, administrative resolution, circular, order, or regulation.

B. in a manner that Infringes upon Intellectual Property Rights

C. in a manner that Is defamatory, obscene, or contrary to public morals and values of the society.

D. in a manner that diffuse viruses, Trojan horses, worms, time bombs, cancel bots, or any harmful computer programs intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

E. in a manner that is false, misleading, or inaccurate in any way.

F. Violates any acceptable use policy or any other policy published on the platform from time to time.

The member must not breach or attempt to breach the platform's security, reverse engineer, disassemble, or attempt to derive the source code or trade secrets of the Platform or its software. The member is also prohibited from exporting or re-exporting the Platform or allowing its export or re-export in violation of applicable regulations without obtaining the necessary licenses and clearances.

12. The member agrees to communicate with the Company for feedback or inquiries related to the Platform. Communication can be made through the specified number (920000978), with calls possibly being recorded for service quality, training, or audit purposes.

13. The Company reserves the right to assign or transfer any or all of its rights and obligations under these terms and conditions to any third party.

14. The Company may change its legal structure from a limited liability company to a joint-stock company or any other legal form.

15. These terms and conditions are governed by the laws of the Kingdom of Saudi Arabia. Any disputes regarding their interpretation or application shall be first attempted to be resolved amicably. Failing resolution within thirty (30) days, disputes will be referred to the Saudi Arbitration Center in Jeddah.

16. These terms and conditions represent the entire agreement between the Company and the member concerning the subject matter herein and supersede all previous agreements, representations, and warranties, whether written or oral, related to the Platform's subject matter.

17. The governing language for these terms and conditions is Arabic. Should these terms and conditions be translated into any other language, the Arabic version shall take precedence and be considered the authoritative version.

18. The member confirms having reviewed the privacy policy available via the provided link prior to agreeing to these terms and conditions.

19. The member acknowledges that he read and understood these terms and conditions and commits to adhere to all stipulated provisions.

20. The official language of “terms & conditions” is Arabic and this version is only translated of it. Legally only the Arabic version will be recognized.

The Member acknowledges his acceptance to and compliance with these terms and conditions