Merchant Terms and Conditions

1. Definitions

The Platform: Refers to the ADRPT Platform, including the website, mobile applications, and all associated software systems.

Technology Intermediary: The legal role of the Platform as a digital environment and an independent connection channel that provides the infrastructure to connect the Merchant with the "User" and verify the interaction between them, without being a party to the contractual or commercial relationship or any sale or purchase transaction occurring outside the scope of technical verification.

The Merchant: Any legal entity (institution, company, brand owner, retail store, or advertiser) that creates an account on the Platform to utilize its services, whether for launching "Advertising Campaigns", issuing "Coupons", or distributing promotional incentives, and bears full liability for what it offers.

The User: The individual who uses or interacts with the Platform to view the Merchant’s advertisements or to obtain coupons and incentives.

The Agreement: The contract regulating the relationship between the Platform and the Merchant, which is this "Terms and Conditions" document, including the Privacy Policy and any financial or technical annexes or future amendments.

Dashboard: The technical interface designated for the Merchant within the Platform to manage their account, deposit funds, launch and monitor advertising campaigns, and access "Performance Reports" and analytical indicators against specified subscription fees. It is deemed the primary measurement tool relied upon by the Merchant.

Advertising Campaign: The promotional activity conducted by the Merchant via the Platform, which includes defining the budget, target audience, and the type of incentive provided.

Verified Engagement: The technical action performed by the User (such as clicking, viewing, downloading, or using a coupon) that is tracked and documented by the Platform’s systems as a benchmark to prove the success of the advertising operation.

Verified View: The approved financial unit of measurement on the Platform, achieved when the advertising session fulfills all technical verification criteria (such as eye and face tracking, and user presence). It is deemed a final, payable, and non-refundable transaction once recorded in the system.

Cost Per Verified View (CPVV) Model: The contractual and financial model adopted by the Platform for calculating advertising fees, whereby costs are deducted from the Merchant’s balance only upon the achievement of a successful verified view in accordance with the Platform’s technical criteria. This model relies on the precision of software verification rather than sales results, and each unit registered in the system is considered a fully executed, immediately payable service that is non-cancelable and non-refundable.

Performance Reports: The data and analytical indicators provided via the "Dashboard", containing accurate statistics regarding user interaction with advertising campaigns, including but not limited to, verified view statistics, “coupon redemption” rates, and attention metrics.

Promotional Coupons: All promotional offers and digital incentivizing benefits issued by the Merchant via the Platform, taking the form of Quick Response (QR) codes or digital verification codes. These coupons constitute a direct and exclusive legal and financial obligation of the Merchant towards the User immediately upon issuance by the system.

Coupon Redemption: The process of the User actually utilizing the coupon at the Merchant's premises, and technically documenting such action via the Platform's systems; this constitutes a final acknowledgment of the User's benefit from the offer and the Merchant's commitment to provide it.

Subscription: A periodic contractual relationship granting the Merchant a limited right to access digital services and advanced analytical tools in exchange for fixed "Subscription Fees". The subscription is subject to automatic renewal unless cancelled.

Subscription Fees: Fixed periodic amounts paid in exchange for the right to utilize the technical services provided. These fees are entirely independent of the "Advertising Campaign Fees" and are subject to a "One-Way Payment System" and are non-refundable. Payment is required to ensure the continuous activation of account features and access to data.

Advertising Campaign Fees: Variable costs calculated based on Verified Views, deducted from the campaign budget deposited in the "Wallet".

ADRPT Wallet: A pre-paid technical payment system approved by the Platform, representing the exclusive method for funding advertising campaigns and paying service fees. The balance deposited therein is deemed an operational balance dedicated exclusively to consumption against the Platform's services; it is a non-banking balance, non-withdrawable in cash, non-refundable, non-transferable to third parties, and is subject to the One-Way Payment System.

Technical Error: Any documented malfunction or defect occurring within the Platform's software systems or its infrastructure, resulting in the incorrect or undue recording of a verified view or deduction of funds from the Merchant's wallet, including but not limited to: verification algorithm failures, duplicate registration, double deduction for a single transaction, or the failure of anti-fraud systems to detect fraudulent interaction. Any outcome resulting from poor campaign performance, the Merchant's dissatisfaction with marketing results, or any defect in the User's device or internet connection shall not be deemed a technical error.

One-Way Payment System: A procedural financial system governing the movement of funds within the digital wallet, whereby the Merchant is permitted to inject and deposit cash into their wallet for conversion into operational balances only, without holding the right to reverse this process, withdraw such amounts, refund them in cash, or transfer them outside the system once the deposit transaction is completed. Under this system, deposited cash converts into a service benefit dedicated to exclusive consumption within the Platform and is non-returnable.

General Data Protection Regulation (GDPR): The international regulatory standards issued by the European Union, which the Platform complies with to ensure the secure and lawful processing of user and corporate data, and to prevent any unauthorized use of personal data.

2. Scope of Service

ADRPT Platform is a specialized digital advertising and marketing platform aimed at connecting brands with their target segments using advanced technical tools, with full commitment to protecting user privacy in accordance with the international standards of the General Data Protection Regulation (GDPR) and the local standards issued by the Communication and Information Technology Regulatory Authority (CITRA) to ensure transparency and security. The Platform enables companies, institutions, and commercial entities officially registered with the Ministry of Commerce and Industry in the State of Kuwait to distribute rewards and discounts to users in exchange for verified, genuine interaction with their advertisements. Furthermore, the Platform provides these entities with an integrated technical system allowing them to manage advertising campaigns, track performance reports, and accurately analyze interaction data to ensure advertising expenditure efficiency.

All parties acknowledge that the Platform’s role is strictly limited to serving as a technology intermediary providing the infrastructure and analytical tools to connect promotional offers with users. The Platform does not interfere in the details of the offers or the terms of sale set by the advertising company. The Platform is not a party to the commercial relationship between the Merchant and the User, nor does it bear any responsibility for the content of advertisements, the quality of the advertised products and services, or the validity of the commercial licenses of the advertising companies. The advertising company alone bears the sole responsibility for ensuring that its advertisements comply with the laws and regulations in force in the State of Kuwait, including consumer protection laws and intellectual property rights.

The services provided by the Platform are deemed purely technical services, as our responsibility is confined to ensuring the operation of the technical system and documenting interactions in accordance with the standards illustrated in the dashboard, without any express or implied guarantees regarding the achievement of specific sales rates, as the purchasing decision remains subject to the final user's desire and the quality of the offer provided by the company.

3. Proper Legal Status and Regulatory Compliance

The Merchant acknowledges that they enjoy a proper legal status, which is deemed an essential prerequisite for using the Platform. This includes possessing full legal capacity and authority to enter into this "Agreement" and execute the obligations prescribed herein, and ensuring that the commercial activity and products comply with all laws and regulations governing their commercial activity. The Merchant undertakes to notify the Platform of any change in company ownership, as well as to update their data and provide the Platform with such updates within a period not exceeding (30) thirty business days from the date of the change occurring, in order to maintain a proper legal status.

The Merchant acknowledges and warrants that all commercial licenses are valid, and undertakes to obtain the necessary permits from the Ministry of Commerce and Industry and all regulatory authorities in the State of Kuwait prior to launching any promotional offer via the Platform. The Merchant alone bears the responsibility for the compliance of the content of coupons and discounts with local laws and regulations, and acknowledges that the Platform is a technology intermediary and does not review or fulfill the legal requirements of the "Advertising Campaign". The Merchant undertakes to provide the Platform with copies of these licenses upon request, and shall bear all penalties or fines resulting from engaging in an unlicensed promotional activity or one that violates the applicable regulations.

4. Data Protection and Account Privacy

The Merchant is fully responsible for maintaining the confidentiality of their login credentials. Any activity occurring through the Merchant's account shall be deemed to have originated from them personally, and the Merchant undertakes to indemnify the Platform for any damages resulting from the disclosure of this data or from allowing unauthorized access to ADRPT systems.

The Platform has the right to collect and process data necessary for operating the service, securing the Merchant’s account, and verifying their commercial identity. This includes the trade name of the establishment, commercial license data, details of the authorized signatory or authorized representative, contact information, registered business address, commercial identity verification documents when necessary, in addition to payment transaction information, advertising campaign settings data, and details of associated coupons. The Merchant acknowledges that the collection of this information is carried out exclusively for the purpose of enabling the Merchant to participate in the Platform and manage its operations effectively. The Merchant’s right to view and access data is limited to the data, information, advertising campaigns, and transaction logs of their own account available via their designated dashboard, without extending this right to the backend software systems of the Platform, shared databases, or data representing a trade secret of the Platform. The Merchant also has the right to correct or update their commercial or personal data through the technical means available in the account, or by submitting a formal request to technical support, provided that they submit the official supporting documents requested by the Platform to adopt such modification.

The Platform undertakes to apply the highest standards of technical protection and organizational measures to secure business data against any breach, modification, disclosure, or unauthorized access, using advanced encryption technologies and secure cloud storage systems aligned with recognized international standards, including practices compliant with the "General Data Protection Regulation (GDPR)" and the laws in force in the State of Kuwait. These guarantees include: encrypting correspondences and communications when necessary, enforcing strict control over access permissions to administrative systems, and continuously monitoring any unlawful access attempts. The Merchant acknowledges that these measures aim to provide a secure and reliable work environment that ensures the privacy of their data and advertising campaign data in accordance with international best practices in information security.

In return for the Platform's commitment to data protection, the Merchant is strictly prohibited from collecting, copying, extracting, or misusing any personal data of users obtained or accessed via the Platform. Unauthorized data extraction or attempting to store it outside its designated purpose constitutes a material breach of this Agreement, entailing direct legal liability. The Merchant also bears full responsibility for maintaining the confidentiality of the login data of themselves, their employees, and all activities conducted through their business account.

The Merchant acknowledges that the Platform shall not bear responsibility for any security breach resulting from a force majeure event beyond reasonable technical control, or resulting from the Merchant's negligence in protecting access data. In the event that a serious security incident is detected, the Platform undertakes to notify the Merchant and the competent authorities immediately and within the legal timeframes, while the Platform retains the right to take all necessary legal and technical measures to prevent any misuse of its users' data by the Merchant or any affiliates thereof.

5. Purpose of Data Processing and Nature of Analytical Services

The Merchant acknowledges that data processing within the Platform aims to manage accounts, analyze the performance of advertising campaigns, ensure cybersecurity against fraud, process invoices and payments, and provide commercial reports and analytics. This data is also used to verify confirmed views to ensure eligibility for coupons, grant rewards, and enhance the user experience. The Merchant acknowledges that all such data and resulting analytics are the exclusive and private property of the Platform, and the Merchant is granted only a limited right of access to view them for the purposes of evaluating the effectiveness of their campaigns only. The Merchant’s ownership of their commercial data remains separate.

The Platform also provides Merchants with reports and analytical tools allowing them to track offer performance, interaction rates, and compliance. These indicators are processed in accordance with the highest standards of confidentiality and regulatory compliance using advanced encryption technologies, with the Platform committing not to sell or share any data with third parties for profitable purposes without the express consent of the Merchant.

The Platform retains business activity data and logs for the period necessary required to ensure the continuity of the Platform’s functions, settle disputes, and enforce contractual agreements. The Merchant acknowledges and agrees to the Platform's right to retain activity logs and non-vital data even after the closure of the commercial account for periods specified by law, for the purposes of regulatory compliance, financial auditing, or submission to the competent legal and judicial authorities in the State of Kuwait upon formal request. This procedure is deemed a commitment by the Platform to ensure the existence of documented records that protect the rights of all parties and meet the requirements of regulatory bodies.

6. “Subscription Services”

The Platform provides the Merchant with access to technical services based on a subscription system. The Merchant acknowledges that the availability and features of these services vary according to the selected package tier, which includes, but is not limited to: analytical business dashboards, advertising campaign management tools, engagement and attention analytics, coupon performance tracking, redemption analytics, campaign monitoring tools, and business reporting features. The Platform reserves its absolute and sole right to update, enhance, modify, or discontinue any of the features and characteristics available within the subscription services to ensure the development of the Platform.

"Subscription Fees" are due periodically and collected according to the Merchant's choice (monthly, quarterly, or annually), and they are administrative fees that are non-refundable upon payment or renewal. The Merchant acknowledges and agrees that these subscription fees are independent of the costs of advertising campaigns. Accordingly, the Merchant grants the Platform a final and unconditional authorization to deduct the fees via any available payment method (the Wallet, stored cards, or through the transactions of the approved payment service provider). The Merchant acknowledges that the mere existence of a registered payment method constitutes an acknowledgment of their approval for automatic deduction upon the arrival of the renewal date. In the event that the deduction process fails due to insufficient balance or expiration of the payment method, access to all data and reports will be suspended until the outstanding amounts are settled. The Platform bears no liability for any data loss or cessation of analytics during the suspension period.

Subscriptions are automatically renewed at the end of the applicable billing period, unless the subscription is cancelled by the Merchant prior to the renewal date. The Merchant bears full responsibility for ensuring the availability of sufficient funds in the ADRPT Wallet or the validity of the stored payment methods to complete the renewal fee deduction transactions.

The subscriber has the right to terminate their subscription in accordance with the cancellation procedures available within the Platform. The Platform also reserves the right to terminate any subscription upon the occurrence of material violations of its rules. The termination of the subscription does not exempt the subscriber from paying any financial obligations outstanding against them to the Platform.

7. Analytical Business Dashboard

ADRPT Platform provides merchants and companies with access to campaign performance reports and data analytics via the analytical business dashboard. This access is provided under specific subscription plans that offer accurate analytical data, including verified advertising sessions, interaction analytics, interaction intensity indicators, as well as coupon distribution statistics and their redemption performance metrics. The Merchant acknowledges that the dashboard subscription fees may be collected separately from the advertising campaign costs deducted from the digital wallet. The Platform retains the full right to modify dashboard features, subscription tiers, or pricing structures at its sole discretion in a manner that serves the development of the service and improves the quality of the data provided.

8. Digital Wallet and Financial System

The Platform adopts a prepaid digital wallet system ADRPT Wallet as the sole and primary mechanism for funding advertising campaigns and utilizing the Platform's various services. The Merchant undertakes to deposit sufficient funds into their electronic wallet prior to activating any advertising campaign, where the wallet balance is used exclusively to cover the costs of verified views, dashboard subscription fees, Advertising Campaign Fees, and any other technical services provided by the Platform. The Merchant acknowledges that the amounts deposited in the wallet are not considered bank deposits, but are rather operational balances dedicated exclusively to consumption against the Platform's services.

The digital wallet is subject to a One-Way Payment System, whereby the Merchant is permitted to deposit funds and use them in the Platform's services only, while it is strictly prohibited to withdraw funds from the wallet or refund them in cash once the deposit process is completed. The balances available in the wallet are deemed a prepaid advertising balance that is non-transferable to another person and non-refundable. The Platform retains the right to automatically and immediately suspend all active campaigns as soon as the wallet balance reaches zero, and the service will not be resumed except after the Merchant performs a new deposit transaction that covers the required costs.

In the event that the account is closed, the following provisions shall apply to the unconsumed balance in the wallet:

If the closure is due to the Merchant's violation of any terms of this Agreement, their right to the remaining balance shall be entirely forfeited, and it shall be calculated as partial compensation to the Platform for the resulting damages, without prejudice to the Platform's right to claim additional compensations.

If the closure is by a decision of the Platform without a proven violation by the Merchant, the Platform undertakes to notify the Merchant in writing within seven (7) business days from the date of closure. The Platform commits to refunding the remaining balance to the Merchant in cash by transferring it to the bank account details registered with the Platform, within thirty (30) business days from the date of notification, after deducting administrative processing fees not exceeding (5%) of the total remaining balance, and settling all amounts due to the Platform first, if any. The Merchant acknowledges that their bank account details registered with the Platform are the sole approved means to complete the refund process, and the Platform disclaims its liability for any delay or impossibility in transfer resulting from the inaccuracy of these details or the Merchant's failure to update them.

If the closure is at the voluntary request of the Merchant, their right to refund the balance in cash shall be forfeited, and they shall only have the right to convert it into an advertising balance usable within ninety (90) business days from the date of the closure request, and after the expiration of this period, the balance shall be permanently forfeited.

In all cases, all amounts due to the Platform shall be settled first before calculating any remaining balance for the Merchant.

Regarding payment processing, operations are carried out through approved external payment service providers as partners in processing payments. The Platform acknowledges that it does not store any sensitive payment data such as credit card numbers, security codes, or bank credentials, as all transactions are carried out in accordance with the security policies of the service provider. The Platform retains the right to change payment service providers at its discretion. The Merchant acknowledges their consent to process their financial transactions through these approved parties to ensure the security and protection of their financial data.

The Merchant bears full responsibility for monitoring their wallet balance and ensuring its sufficiency for the continuity of their campaigns. They also acknowledge their agreement that all deduction transactions carried out from the wallet against verified views are final and conclusive, except for cases of "Technical Error". In the event of any dispute regarding a deduction transaction or a technical problem, the Merchant undertakes to submit their objection through the official channels of the Platform within a maximum period of seven (7) days from the date of the transaction. In the event that the technical error is proven, the deposited balance will be refunded or settled within the system.

9. Advertising Model Based on "Verified Engagement"

In operating its advertising campaigns and acquiring coupons, the Platform relies on the criteria of "Verified View", which is an exclusive technical standard of the Platform ensuring to the advertiser that the cost is not calculated except upon the achievement of a genuine and verified interaction by the user. The user has the right to choose only one coupon after each completed advertising session, or nothing. Verified engagement is deemed to have been achieved as soon as the advertising session fulfills the Platform's technical verification criteria, which include, but are not limited to: completion of the playback of the advertising material, technical verification of the actual presence of the user in front of the screen, confirmation of eye direction, response to immediate interaction requests, in addition to passing digital fraud detection systems and verifying the integrity of the device used.

Once the advertising session fulfills the verification criteria in the "Cost Per Verified View (CPVV) Model", the session is automatically classified as a verified view, and this process is deemed final, non-cancelable, and subject to financial filtering unless a technical error is proven. The Merchant acknowledges their agreement that the Platform's technical records are the sole and final reference to prove the occurrence of interaction and the eligibility of fees. The advertiser has no right to demand the cancellation of verified transactions or a refund of their value once recorded in the Platform's system, given that the technical service has already been provided and the software resources necessary to document it have been consumed.

The Platform undertakes to provide the highest standards of transparency via the Merchant's dashboard to review the details of these views. However, the Merchant realizes that the nature of eye and face tracking technology may be affected by external technical factors related to the user's device or connection speed. Accordingly, the Platform's adoption of the viewing session as verified is a conclusive technical decision resulting from the Platform's algorithms which the Merchant agreed to work under upon accepting this Agreement.

10. Disclaimer of Advertising Campaign Performance

All campaigns are subject to review and management by the Platform prior to activation. The Platform has the absolute right to accept, reject, or request modification of any campaign. The Platform undertakes to provide ad impression services and measure verified engagement according to the technical standards illustrated in this Agreement; however, it does not provide any express or implied guarantees regarding the final commercial results of the advertising campaigns launched via the Platform. The Merchant acknowledges and agrees that the Platform's role ends at the limits of providing verified views and analytical data, and the Platform does not guarantee under any circumstances the achievement of specific rates of product sales, an increase in visits to websites or physical branches, coupon redemption rates, or any other marketing results related to conversion rate or return on investment (ROI).

The Merchant acknowledges that the success and performance of advertising campaigns are subject to multiple factors completely beyond the control of the Platform, including, but not limited to: market demand, pricing strategies followed by the Merchant, product availability, brand reputation, geographical location, and fluctuating consumer preferences. Accordingly, all verified views provided under the model are deemed completed and final advertising services as soon as they are technically executed, and the costs resulting therefrom shall remain due and non-refundable regardless of the marketing results or whether sales were achieved or not.

The Merchant also releases the Platform from liability for any commercial losses or missed profits that they may incur as a result of the campaign's failure to achieve its designated objectives, as the Platform's role is limited to being a technical connection channel and data provider, and not a partner in commercial results or a guarantor of the final consumer's behavior towards the offer provided.

11. Coupon Issuance Mechanism

Coupons constitute fixed templates; once saved, the core details of the offer or the terms and conditions cannot be amended, and in the event of any material change, a new template must be created. The Merchant shall select one type of coupon out of the coupon types available on the Platform (percentage discount, fixed-amount discount, buy-one-get-one-free, free product, bundle offer, or progressive discount that increases with each subsequent use).

The Merchant thereafter undertakes to fill in the details of the offer, including the discount value, product names, minimum spending requirements, and other details depending on the type of the offer. The Merchant may also add an optional internal note for their team, an image, or a logo.

The Merchant undertakes to define the terms and conditions of the coupon, either via a hyperlink, a PDF file, or a written text, after which the template is saved.

Upon saving, the offer details, title, and terms and conditions are locked, whereas images and internal notes can continue to be amended. To alter the offer itself, a new template must be created.

The Merchant undertakes to define the target audience of the advertising campaign, the redemption channel (either in-store or online), the coupon expiration date, the total number of coupons to be issued, and finally, the campaign budget.

The Platform thereafter verifies and reviews the data of the campaign, and will either approve it, reject it, or return it for modification. The campaign shall become available to users on its designated date following approval by the Platform.

12. Fulfillment Obligations for "Promotional Coupons"

The Platform enables the Merchant to distribute "Promotional Coupons" and digital promotional discounts. The Merchant acknowledges their absolute and definitive commitment to accept and fulfill all coupons issued by them through the Platform without exception, and to ensure their redeemability during official working hours and across all participating branches and locations in accordance with the declared conditions. The redemption process may not be restricted by imposing an undeclared minimum purchase requirement or any other supervening circumstances. The Merchant's failure to accept a valid and active coupon shall be deemed a material breach of the terms of this Agreement.

The Merchant undertakes that the digital coupons and discounts shall be issued by them in their capacity as an entity officially registered with the Ministry of Commerce and Industry in the State of Kuwait, acknowledging their full responsibility for procuring all necessary legal licenses and complying with consumer protection regulations and systems governing promotional offers. The Merchant also undertakes to recognize the technical tools of the Platform, such as QR codes or digital verification codes, as conclusive and valid proof of the user’s entitlement to the offer and eligibility for redemption.

The Merchant alone bears full responsibility for ensuring that all their employees and management staff across all affiliated branches are fully trained on how to recognize the Platform's coupons and their approved redemption procedures prior to the activation of any advertising campaign, with a commitment to circulate the promotional terms internally in a clear and explicit manner to ensure operational smoothness. The Platform affirms that it bears no liability resulting from a failure of internal or administrative communication within the Merchant’s organization. The Merchant further acknowledges that employees' lack of awareness or absence shall under no circumstances constitute an acceptable reason to refuse the redemption of valid coupons, and the Merchant shall remain legally liable for any operational breach resulting therefrom. The Merchant may not reject a coupon for any reason arising from their own internal deficiencies, such as employee lack of awareness, changes in internal policies, management absence, price adjustments after campaign activation, or any operational misunderstanding.

The Merchant acknowledges that the Platform is strictly a technology intermediary and is not a party to the offered promotions. Accordingly, full and exclusive liability rests with the Merchant regarding the validity of the offers, the quality of products, the validity of coupons, and the conformity of discounts with actual market prices. The Merchant alone bears the responsibility of ensuring the notification and training of all their employees and branches on coupon redemption procedures prior to activating any advertising campaign. The Platform is released from any liability for any verification failure resulting from malfunctions in the user's device, the Merchant's systems, code expiration, or any internal communication deficiencies within the Merchant's establishment.

The Platform retains the right to monitor compliance by analyzing redemption data and user reports and reviewing branch performance, and may for such purpose request clarifications or supporting documents from the Merchant regarding their operational practices, with the Merchant committing to fully cooperate to ensure the transparency and integrity of promotional operations.

13. Coupon Redemption Procedures

The redemption channel is designated as either in-store or online at the time of campaign creation, and both channels cannot be combined in a single campaign. The coupon redemption process is technically executed when the user presents the Quick Response QR code or the verification code. During that period, other users cannot obtain the same coupon if the number of coupons exceeds the number allocated for the campaign. Furthermore, each user is entitled to hold a maximum of (5) five active coupons simultaneously. In the event of claiming a new coupon, the user must forfeit one of the existing coupons in their wallet. The Merchant undertakes to scan the code and validate it immediately, either electronically or manually if the scan fails. The Merchant alone bears full responsibility for the subsequent steps of the scan, including the readiness of their staff to handle the system, ensuring that the discount actually granted matches what is registered on the Platform, and resolving any manual or human impediments within the Merchant’s branches that might hinder the user from benefiting from the coupon after its technical acceptance.

The Merchant undertakes to retain proof of coupon redemption for each transaction carried out through their systems, and commits to presenting it whenever requested by virtue of a written notice addressed to the Merchant, granting them a period not exceeding (5) five business days for submission.

The coupon expiration date is determined completely independently of the campaign expiration date, and the coupon remains valid until its specified date set by the Merchant even if the advertising campaign has ended. Used or expired coupons cannot be refunded or reactivated except through the Platform's management in exceptional cases. If the system rejects the code due to expiration, prior usage, or invalidity, the Merchant's responsibility is confined to informing the user of the system's output. However, if the rejection is caused by a defect in the Merchant's devices or their internet connection, the Merchant remains obliged to find an alternative method to guarantee the consumer’s rights, without the slightest liability on the Platform.

The Merchant's notification through the ADRPT system constitutes the sole method by which the utilization of digital coupons can be verified. In the event that the Platform is not notified, ADRPT will be unable to track or confirm electronic redemptions, and the vouchers will remain in an active status until their automatic expiration. Furthermore, no data or analytics related to electronic redemptions for that brand will be available regarding coupons for which the system was not notified.

14. Pricing Integrity

The Merchant acknowledges and covenants that all promotional offers and benefits distributed through the Platform represent real and actual discounts from the declared retail prices provided to the user. The Merchant undertakes not to engage in any misleading practices, including but not limited to, artificially or fictitiously raising prices prior to activating promotional coupons, providing inaccurate data regarding the actual discount value, or altering the specifications and terms of the product or service after coupon issuance to reduce its quality or value. The coupons must accurately reflect the promotional value communicated to the users. The Merchant acknowledges that any deviation from these standards or manipulation of prices may be classified as misleading advertising subject to legal accountability under applicable consumer protection laws, and the Merchant alone bears full legal, material, and penal liability resulting from such practices before the competent regulatory authorities.

15. Guaranteed Stock Availability

The Merchant undertakes to guarantee the availability of the products or services advertised via the Platform in sufficient quantities commensurate with the volume of the promotional campaign and expected demand. In the event that a specific item becomes out of stock due to unforeseen force majeure circumstances, the Merchant commits to providing an equivalent alternative of the same quality and value, or compensating the user with a promotional benefit no less than the original offer, to prevent user disappointment and maintain the credibility of both the Platform and the Merchant. The Merchant is prohibited from using the pretext of stock depletion as a tool to evade fulfilling valid coupons or selectively restricting the offer. The Merchant acknowledges their full legal liability regarding any complaints received from users or regulatory bodies in this regard, with the Platform reserving the right to immediately suspend the campaign if it becomes apparent that the Merchant is not earnest in providing the products necessary to cover the issued coupons.

16. Access to External Links

The Platform may contain links to websites or platforms affiliated with third parties that are not subject to the control or supervision of the Platform. Consequently, the Merchant acknowledges that the Platform bears no responsibility for the content, accuracy, or privacy practices adopted by those websites.

The Platform further disclaims full liability for any damages that the Merchant may incur as a result of using these links, including instances where the links are inactive, fraudulent, or contain malicious software or viruses. The Merchant alone bears the responsibility of verifying the security and authenticity of external websites before interacting with them.

Accordingly, the inclusion of these links within the Platform does not constitute an endorsement or recommendation of their content or the services and products provided through them. The Merchant agrees to release the Platform from any legal prosecution or damages resulting from any interaction or transaction conducted through these external websites.

17. Use of Trademarks

The Platform may publish the Merchant's name, products, and any other information relating to the Merchant on the Platform and other websites belonging to ADRPT, provided that such use is consistent with the purpose of the Agreement, serves the Merchant's interest, and does not cause harm to them.

Each party agrees to grant the other party a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use and display the other party's trademarks, trade names, service marks, logos, and any related content, to the extent necessary to achieve the purposes of the Agreement. Each party undertakes to immediately cease using the other party's m9arks upon the termination of this Agreement or upon receipt of a written notice from the trademark owner directing the cessation of such use.

Under this Agreement, the Merchant is granted a non-exclusive right to advertise the coupons, offers, and discounts issued to them through the Platform across their official social media accounts or within their branches and commercial establishments.

18. Intellectual Property and Protection of Innovation

All technologies and software utilized within the Platform, including algorithms, verified view verification systems, operational frameworks, platform architecture, interfaces, and source codes, constitute the exclusive intellectual property owned solely by the Platform. They are protected under the applicable intellectual property, patent, and trademark laws in the State of Kuwait and relevant international conventions. Consequently, the Merchant acknowledges that their right to use these technologies is strictly limited to participating in advertising campaigns via the Platform, and they are completely prohibited from copying, reproducing, distributing, reverse engineering, attempting to decompile software codes, or extracting data from any aspect of the Platform.

The Merchant further undertakes not to develop or participate in the development of competing systems that rely on technologies or trade secrets belonging to the Platform. The use of the Platform's name, logo, or visual identity in any commercial activity without prior written authorization is strictly prohibited. The Merchant acknowledges that any infringement upon this property, attempt to steal technical ideas, or exploitation of software vulnerabilities shall subject them to direct judicial and criminal prosecution. The Platform retains its inherent right to claim full material compensation for all damages arising from such infringement, including compensation for loss of market value or commercial reputation resulting from unlawful imitation or exploitation of the Platform's innovations.

19. Lawful Use

The Merchant is granted a limited, non-assignable right to use the Platform's tools for internal purposes only. Re-selling the service, sharing access credentials with external parties, or publishing the Platform's analytics without prior permission is strictly prohibited.

The Merchant and their representatives acknowledge and commit to the lawful use of the Platform, and are strictly prohibited from using it for any illegal, misleading purpose, or one that infringes upon intellectual property or privacy rights, or violates public morals. The Merchant also undertakes not to perform or attempt to perform any act that damages the technical system and information security of the Platform, including but not limited to: attempting unauthorized access to the Platform's systems and databases, disrupting operations, introducing malware or viruses, bypassing technical security controls, reverse engineering the Platform's technologies, publishing fictitious or false information, transmitting offensive content, defaming any entity, or using any software, tools, or technical means aimed at fabricating verified views or manipulating performance reports to affect the integrity of the system.

The Platform possesses full and final discretion in determining the type and magnitude of security violations to ensure the protection of its security and credibility. Accordingly, the Merchant acknowledges that the Platform has the right to immediately and permanently restrict, suspend, or terminate access to the Platform and associated accounts in the event that any improper or suspicious use or attempt to compromise system integrity is detected. The Platform retains its full right to cooperate with security agencies and competent regulatory authorities to investigate any violations affecting cybersecurity, and to prosecute the Merchant for any material or moral damages resulting from such violations. The Platform also reserves the right to impose additional verification requirements to verify the identity of the Merchant and their representatives to ensure compliance with applicable legal and security standards.

20. Confidentiality

Each party undertakes to maintain all information and data as confidential and protected information. Each party covenants to maintain absolute confidentiality and refrain from disclosing it except within the limits authorized under this Agreement or pursuant to applicable laws and regulations. They are prohibited from accessing or using this information except for legitimate and necessary operational purposes to provide the service, and must not exploit it for their own benefit or the benefit of third parties.

The foregoing obligations shall not apply to information that has become or becomes publicly known through no breach by the receiving party, or was lawfully in the possession of the receiving party prior to its receipt, or is required to be disclosed by law or regulatory authorities, provided that the receiving party immediately notifies the disclosing party thereof.

The Merchant acknowledges their awareness that the Platform collects and processes user data for the purpose of providing the services set forth in this Agreement, and for purposes of advertising, marketing, development, and enhancing the user experience. User data includes, but is not limited to: name, identity data, methods of communication, payment data, and transaction logs. Under no circumstances may the Platform use or disclose customer data for any other purposes not directly related to providing the service and in accordance with the law. Each party undertakes to comply with applicable laws and regulations regarding data protection and user privacy. In the event that either party breaches its legal obligations regarding data protection, it shall alone bear liability for any resulting fines or penalties, without recourse to the non-breaching party.

The Merchant acknowledges taking appropriate measures to protect customer data and ensure its confidentiality and integrity. User data is deemed confidential information belonging to both parties, and neither party may dispose of or use it except within the limits necessary to execute this Agreement, as permitted by law, or as stated in this clause.

21. Independence of Transactions

The Merchant acknowledges and agrees to the complete legal and contractual independence between the Platform, the Merchant, and the User. The Platform's relationship with the Merchant is confined to providing technical and analytical tools via a dashboard to enable them to manage their offers and analyze their performance, without any intervention by the Platform in commercial or administrative decisions. Accordingly, the Merchant acknowledges that all transactions and commercial operations take place directly between them and the User under their exclusive responsibility, with their full commitment to all trademark terms and consumer protection laws as an essential condition for the continuation of their technical subscription to the Platform. The Platform completely and finally disclaims liability for any disputes or claims related to product quality, service levels, adherence to discount percentages, refunds and product returns, or the availability of sufficient stock to fulfill the advertised offers.

The Merchant also agrees that using the Platform's technologies does not make them a partner or agent of the Platform. They acknowledge fully releasing the Platform from any compensation or legal liability resulting from stock depletion, refusal to deliver, or any commercial dispute. The Merchant undertakes to indemnify and hold the Platform harmless from any fines, claims, or legal actions arising from their breach of obligations towards users or violation of regulatory frameworks, confirming their awareness that the legal relationship for claiming commercial rights is restricted to the provider of the service or commodity—namely, the Merchant—and the Platform will not be a party to any litigation or settlement related to the substance or execution quality of the offers provided.

22. Service Availability

The Platform exerts its best professional efforts to ensure service readiness and operational continuity. However, it does not guarantee that the Platform will be permanently available or entirely free of technical faults. The Merchant acknowledges that the nature of digital services may require temporary downtimes for periodic maintenance, necessary security updates, or as a result of force majeure technical circumstances beyond the Platform's control, such as malfunctions in international internet networks or hosting servers. Accordingly, the Platform disclaims its legal and material liability for any compensations resulting from these disruptions or for any direct or indirect losses, including missed profits, due to service malfunction or temporary suspension.

The parties also consider any attempt to compromise system security, exploit software vulnerabilities, or conduct reverse engineering operations as a material breach of contractual obligations, granting the Platform the absolute right to immediately and permanently suspend the account without prior notice. The Platform retains all its rights to judicial prosecution and to demand compensation for material and moral damages it may sustain as a result of these actions, in accordance with the laws in force in the State of Kuwait.

23. Limitation of Liability

The Merchant acknowledges and agrees that the use of any of the Platform's services is done at their own personal and exclusive risk. Consequently, the Platform bears no legal or material liability for any direct or indirect damages, or incidental or consequential losses that may result from using the Platform or the inability to access it.

The Merchant also acknowledges and confirms their awareness that all information, data, and offers presented to them via the Platform constitute information issued by third parties, and the Platform bears no responsibility for the accuracy, legality, or reliability of such information, as its role is limited to being a technical intermediary connecting the User and the Merchant, without any warranties.

24. Customer Objection and Dispute over Transactions

Users have the right to report to the Platform any dispute that prevents the Merchant from fulfilling their obligation, such as refusing to honor valid coupons, manipulating prices, or variance between the offer and what is advertised. The Platform retains the full right to investigate these reports using available Platform data and evidence provided by the user. If it is proven that the Merchant refused to accept a valid coupon, or if customer complaints regarding the redemption process recur, or if prices were manipulated after coupon activation, or if deliberate attempts were made to restrict the redemption of promotional benefits, the Platform reserves the right to take necessary administrative actions. The Platform will notify the Merchant in writing of the subject of the dispute, and the Merchant undertakes to submit their response to the dispute within (5) five business days from the date of notification. If the Merchant fails to submit their response within the specified period, they shall be deemed to have waived their right to respond to or remedy the customer dispute, and they shall bear full responsibility for all costs associated with fraud risks.

The Platform has the right to immediately suspend advertising campaigns or accounts, or close the Merchant's account to ensure the integrity of dealings and protect the Platform's reputation. It also has the right to permanently remove the commercial establishment from the Platform and block it from accessing its services. Permanent removal entails the termination of all contractual rights of the Merchant with the Platform without any liability, without prejudice to the user's right to resort to regulatory and judicial bodies against the Merchant directly, in their capacity as the primary and ultimate party responsible for fulfilling the advertised offer.

25. Indemnification

By virtue of the Merchant's use of the Platform, this constitutes an express and prior agreement to indemnify the Platform, its directors, employees, and agents against any losses, damages, claims, or expenses (including attorneys' fees and legal costs) arising from your unlawful use of the Platform, or as a result of any violation of the terms and conditions of use, infringement of third-party rights, or violation of applicable laws and regulations.

The Merchant also acknowledges full responsibility for any act or omission committed by themselves or their employees that leads to technical or moral damage to the Platform or its commercial reputation, and undertakes to pay all resulting compensations immediately upon request, while the Platform retains the right to take all necessary legal measures to protect its interests and recover its rights.

26. Formal Notices and Communications

All notices and communications relating to this Agreement shall be delivered via the official communication channels within the Platform, or the designated email address (support@adrpt.tech), and shall be deemed effective from the date and time the email is sent.

The Platform undertakes to exert necessary professional care to respond to inquiries related to privacy or technical support during official working hours in the State of Kuwait, while fully disclaiming responsibility for overlooking or failing to receive any communications carried out through social media or any other unofficial channels. The Merchant acknowledges their responsibility for the accuracy of their communication data registered in their account to ensure the proper receipt of alerts and notifications issued by the Platform.

27. Governing Law and Dispute Resolution

The legal relationship between all parties (the Platform, the Merchant, and the User) and all terms and conditions of use and privacy shall be governed by and construed in accordance with the laws and regulations in force in the State of Kuwait, including, but not limited to: the Electronic Transactions Law, the Combatting Information Technology Crimes Law, commercial and consumer protection laws, and all regulatory resolutions issued by the Ministry of Commerce and Industry and the Communication and Information Technology Regulatory Authority (CITRA), as well as cybersecurity provisions. The Merchant bears full responsibility for compliance with legal obligations related to data handling.

In the event of any dispute or disagreement arising in connection with the interpretation or execution of these terms, or any claims arising from the use of the Platform, the parties undertake to attempt to settle it amicably in the first instance. Should this prove impossible, the courts of the State of Kuwait, of all levels and types, shall have exclusive jurisdiction to adjudicate such dispute in accordance with the local and subject-matter jurisdiction prescribed by law. The Arabic language shall be deemed the official and approved language for interpreting these terms before judicial bodies.

28. Updates to the Terms of Use

The Merchant acknowledges and agrees to the Platform's sole and absolute right to update, amend, or alter this policy and the terms of use at any time, whether to ensure compliance with newly enacted laws and regulations in the State of Kuwait or to develop the Platform's services and technical functionalities. The Platform undertakes to notify the Merchant of any material amendments via the means available within the application or via the registered email within (7) seven business days. The Merchant's continued access to the Platform or use of its services after the date of publishing any update shall be deemed an express, final, and unconditional acceptance of and commitment to all new amendments.