Affiliate Program and Subscription Terms

2. The Subscription and what it includes

The Subscription grants the Customer a non-exclusive, non-transferable right to access and use the Platform for its own internal business purposes during the Subscription Term, for the entity named on the Order Form and its authorised users.

Included in the Subscription

• Access to the Trendly creator marketplace, including search, audience data and creator evaluation tools.
• The ability to invite creators, including creators available exclusively through Trendly, and to receive applications.
• The affiliate program in full: creator recruitment and approval, code issuance and reissuance, order attribution, commission calculation, payout runs, bank files and creator statements.
• Campaign publishing, brief management, content submission and approval, and messaging.
• Campaign tracking, live analytics and reporting.
• Product shipping and logistics coordination within a campaign.
• AI-assisted creator matching.
• Access to the partner API and MCP interface, subject to fair-use rate limits notified from time to time.
• Unlimited authorised team members and unlimited campaigns, subject to clause 9.
• Standard support during Trendly business hours.

Not included

• Commission payable to Creators, which the Customer funds (clause 5).
• The Service Fee (clause 4) and any setup fee (clause 3).
• Bespoke development, custom integrations beyond the agreed setup scope, and managed campaign services, each of which is quoted separately.
• Media spend, product cost, shipping charges and any third-party fees.

Term, trial and renewal

• The Subscription Term is twelve (12) months from the start date on the Order Form unless stated otherwise.
• Where a free trial month is granted, it runs from the date the Customer’s program is first made live. No subscription fee is charged during it.
• Nothing is charged automatically at the end of a trial. The Subscription begins only if the Customer confirms in writing that it wishes to proceed.
• The Subscription renews for successive twelve-month terms unless either party gives written notice at least thirty (30) days before the end of the then-current term.
• Trendly may adjust the subscription fee on renewal by written notice given at least sixty (60) days before the end of the then-current term.

3. Setup fee

Where making the Customer live requires integration, configuration, white-labelling, data migration or training work, a one-time setup fee may apply.

• The setup fee is scoped against the work actually required and confirmed with the Customer in writing before any charge arises.
• It is a one-time charge and is invoiced on completion of setup unless the Order Form states otherwise.
• Where the Customer’s systems are already built such that less work is required, the fee is reduced accordingly. Where no meaningful setup work is required, no setup fee is charged.
• Work requested beyond the confirmed scope is quoted separately and is not part of the setup fee.

4. Service Fee on Commission

Trendly charges a Service Fee of ten percent (10%) of Commission, applied per payout to Creators. The rate is fixed for the duration of the Subscription Term and does not vary with volume.

• The Service Fee is calculated on Commission earned by Creators and payable by the Customer. It is charged in addition to Commission, not deducted from it. A Creator earning 200 SAR is paid 200 SAR, and the Customer is invoiced 220 SAR.
• The Service Fee is never charged on the Customer’s revenue, media spend, product cost or on Commission that is not paid out.
• Commission is settled against the rate in force at the time of the Order. A later change to a commission rate does not alter Commission already accrued.
• Where an Order is cancelled, refunded or returned and the Commission reverses, the Service Fee on that Commission reverses with it and is credited against the next invoice.
• There is no minimum Service Fee and no cap.
• Bank charges, transfer fees and any costs imposed by a payment provider in remitting Commission to Creators are borne by the Customer unless the Order Form states otherwise.

5. Creator payouts

• Commission is owed by the Customer to the Creator. Trendly calculates, records and administers it, and is not the payer of Commission unless the Order Form expressly says otherwise.
• The Customer funds each payout run. Trendly is not obliged to advance, guarantee or underwrite Commission.
• A payout run is generated for a period, presented to the Customer for review, and executed only once the Customer approves it.
• Each Creator receives a statement identifying the Orders behind the amount paid.
• The Customer is responsible for any withholding, tax or regulatory obligation arising in respect of payments to Creators, and for confirming the accuracy of a payout run before approving it.

6. Invoicing and payment

• Subscription fees are invoiced annually in advance. Setup fees are invoiced as set out in clause 3. Service Fees are invoiced in arrears for each payout period.
• Invoices are payable within thirty (30) days of the invoice date unless the Order Form states otherwise.
• All fees are stated exclusive of value added tax and any other applicable tax or duty, which the Customer pays in addition at the prevailing rate.
• Fees are non-refundable except where these Terms expressly provide otherwise, and except for a reversal credit under clause 4.
• Where an invoice remains unpaid for more than thirty (30) days after its due date, Trendly may, on written notice, suspend the Customer’s access to the Platform until payment is received. Suspension for non-payment does not relieve the Customer of accrued obligations.
• The Customer may dispute an invoice in good faith by written notice within fifteen (15) days of receipt, setting out the disputed items. The undisputed balance remains payable.

7. Transparency, good faith and data integrity

The Service Fee is calculated from the Customer’s own reported data. That arrangement depends on the data being complete and honest, and the Customer accordingly undertakes as follows.

The Customer will

• Report Orders to the Platform completely, accurately and without undue delay, including Orders attributable to a Creator code.
• Maintain the integrity of the connection between its store and the Platform, and tell Trendly promptly if it breaks or reports incorrectly.
• Apply agreed commission rates and tiers faithfully, and not alter a rate retrospectively to reduce Commission already earned.
• Deal with Creators in good faith, honour approved payout runs, and not withhold Commission properly earned.
• Correct reporting errors promptly on becoming aware of them, whichever party they favour, and cooperate in reconciling them.
• Provide accurate information in the course of setup, and keep account and billing details current.

The Customer will not

• Suppress, delay, withhold, mis-state or de-attribute Orders in order to reduce Commission or the Service Fee.
• Alter, delete or manipulate Order, code, attribution or commission records other than to correct a genuine error.
• Cancel or refund Orders other than in the ordinary course of business, or reverse Orders that were genuinely completed, in order to trigger a Commission or Service Fee reversal.
• Route sales generated by a Creator through an untracked channel, or issue parallel codes off-Platform, in order to take the sale outside the Program.
• Circumvent the Platform in dealings with a Creator first introduced to the Customer through Trendly, during the Subscription Term and for six (6) months after it ends, for the purpose of avoiding the Service Fee. Nothing in this clause prevents the Customer from working with any Creator it already had a relationship with, or from working with any Creator on terms outside the Program where the Service Fee is not thereby avoided.
• Misrepresent the Program, its terms or its commission rates to Creators.

8. Verification, suspicion of fraud and suspension

Verification

• Trendly may reconcile the Orders reported to the Platform against the Customer’s own records where it has reasonable grounds to believe reporting is incomplete or inaccurate.
• On reasonable written notice, and no more than twice in any twelve-month period unless a breach is found, the Customer will provide the transaction records reasonably necessary for that reconciliation, limited to what is needed to verify Commission and Service Fees.
• Where verification shows the Service Fee was understated by more than five percent (5%) for a period, the Customer pays the shortfall and the reasonable cost of the verification.

Suspension and deactivation

• Trendly may suspend or deactivate a Program, in whole or in part, where it reasonably suspects fraud, manipulation of Orders or attribution, collusion with a Creator, or any breach of clause 7.
• Trendly may also suspend where it reasonably suspects a security compromise, misuse of the partner API, or activity that places Creators or other Platform users at risk.
• Trendly will notify the Customer of a suspension and the reasons for it, and will act proportionately, preferring a partial suspension or a hold on affected payouts to a full deactivation where that is sufficient.
• Where the concern can be resolved, Trendly will give the Customer a reasonable opportunity to do so and will restore the Program promptly once it is.
• Commission genuinely earned by Creators before a suspension remains payable by the Customer and will be released once verified. Trendly may place affected payouts on hold pending verification.
• Where fraud or manipulation is established, Trendly may terminate under clause 12 with immediate effect.

9. Acceptable use

The Customer is responsible for the acts and omissions of its authorised users as if they were its own, and will not use the Platform to:

• Breach any applicable law or regulation, including advertising disclosure, consumer protection and data protection requirements in the Kingdom of Saudi Arabia.
• Upload unlawful, infringing, deceptive or harmful content, or content the Customer has no right to distribute.
• Harass, discriminate against, mislead or exploit a Creator.
• Interfere with the operation, security or integrity of the Platform, or attempt to gain unauthorised access to it or to another customer’s data.
• Place unreasonable load on the partner API, or use it in a manner inconsistent with the published documentation and rate limits.
• Share account credentials or API keys with any third party, or permit access by anyone other than an authorised user. The Customer is responsible for keeping credentials secure and for all activity under them.
• Resell, sublicense, or provide access to the Platform as a service to a third party, except that an agency named on the Order Form may operate the Platform on behalf of the brands identified there.

10. Intellectual property and restrictions on competing use

Ownership

• Trendly owns and retains all rights in the Platform, including its software, source code, APIs, data models, interfaces, designs, documentation, algorithms, matching logic and all improvements to them. Nothing in these Terms transfers any of it.
• The Customer owns and retains all rights in Customer Data, its own brand assets and its own content. Trendly processes Customer Data to provide the Platform and as described in clause 11.
• Feedback the Customer gives about the Platform may be used by Trendly without restriction or obligation.

Restrictions

During the Subscription Term and for twenty-four (24) months after it ends, the Customer will not, and will not permit any person under its control to:

• Copy, reproduce, adapt, translate or create derivative works from any part of the Platform.
• Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, architecture, data model or underlying logic of the Platform, except to the extent that this restriction cannot lawfully be excluded.
• Build, commission, fund or assist any third party in building a product or service that replicates the Platform or a material part of it, where Confidential Information or knowledge of the Platform obtained under this agreement is used in doing so.
• Disclose, publish or share Platform source code, API specifications not already public, internal documentation, data models, screenshots of non-public interfaces, or pricing, to any person other than an authorised user with a need to know.
• Use the Platform, or access to it, for the purpose of benchmarking, competitive analysis or product design for a competing service.
• Remove, obscure or alter any proprietary notice on the Platform or on any white-labelled deployment of it.

11. Confidentiality and data

Confidentiality

• Each party will keep the other’s Confidential Information confidential, use it only to perform this agreement, and protect it with at least the care it applies to its own confidential information.
• Confidential Information includes commercial terms, pricing, Customer Data, creator lists and rates, technical information about the Platform, and anything a reasonable person would understand to be confidential.
• The obligation does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority. In that case it is disclosed only to the extent required and, where lawful, after notice to the other party.
• These obligations survive for three (3) years after this agreement ends, and indefinitely for anything constituting a trade secret.

Data

• Customer Data belongs to the Customer. The Customer may export it in full at any time during the Subscription Term, and for thirty (30) days after it ends.
• Trendly processes personal data in accordance with its Privacy Policy and applicable Saudi data protection law. The Customer warrants it has the rights necessary for the data it submits.
• Trendly may use aggregated and anonymised data that does not identify the Customer, its Creators or its customers to operate, analyse and improve the Platform, and to produce market statistics.
• Trendly will not disclose the identity of the Customer’s Creators, their rates or its commercial data to another customer.

12. Warranties, liability and term

Warranties and disclaimers

• Each party warrants that it has the authority to enter into this agreement and will comply with applicable law in performing it.
• Trendly will provide the Platform with reasonable skill and care and will use commercially reasonable efforts to keep it available, but does not warrant that it will be uninterrupted or error-free.
• Trendly does not warrant any particular level of sales, revenue, creator participation or campaign performance. The Platform is a set of tools, not a guarantee of commercial outcome.
• Trendly is not a party to the Customer’s arrangements with Creators and does not employ them.

Liability

• Neither party excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.
• Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.
• Subject to the above, each party’s total aggregate liability arising out of or in connection with this agreement in any twelve-month period is limited to the total fees paid or payable by the Customer to Trendly in that period.
• The limitation does not apply to the Customer’s obligation to pay fees properly due, to Commission owed to Creators, or to a breach of clause 10.

Term and termination

• This agreement runs for the Subscription Term and any renewal of it.
• Either party may terminate on thirty (30) days’ written notice if the other commits a material breach and fails to remedy it within that period, where the breach is capable of remedy.
• Trendly may terminate with immediate effect where fraud or manipulation under clause 8 is established, or where a breach of clause 10 occurs.
• Either party may terminate with immediate effect if the other becomes insolvent or ceases to carry on business.
• On termination: the Customer’s access ends; Commission accrued to Creators and Service Fees accrued to Trendly remain payable; the Customer may export Customer Data for thirty (30) days; and clauses 10, 11 and 12 survive.
• Where the Customer terminates for Trendly’s uncured material breach, Trendly refunds the subscription fee for the unexpired portion of the Subscription Term on a pro-rata basis.

13. General

• Changes to these Terms take effect for a Customer at the start of its next renewal term, save for changes required by law, which take effect on notice. Trendly will give written notice of a material change at least sixty (60) days before renewal.
• Neither party may assign this agreement without the other’s written consent, except to a successor of its business on notice.
• Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other and mitigates the effect.
• Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties.
• If any provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
• Neither party may use the other’s name or logo publicly without written consent, save that Trendly may identify the Customer as a customer in its client list where the Order Form permits it.
• This agreement, together with the Order Form and the documents it refers to, is the entire agreement between the parties on its subject matter and supersedes any earlier proposal or discussion.
• These Terms are published in English and Arabic. In the event of any inconsistency between the two versions, the English version prevails.
• This agreement is governed by the laws of the Kingdom of Saudi Arabia, and the parties submit to the exclusive jurisdiction of the competent courts of Riyadh. The parties will first attempt in good faith to resolve any dispute by escalation between senior representatives for thirty (30) days.

14. Contact and notices

Formal notices under this agreement are given in writing to the addresses on the Order Form, and copied to the address below.