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SERVICE AGREEMENT

Effective for use with the Loya platform. Aligned with product capabilities (June 2026).

This Service Agreement (the "Agreement") takes effect on the Effective Date. For self-serve Clients, the Effective Date is the date and time of electronic acceptance recorded under Section 22.9. For any non-self-serve arrangement later agreed in writing (Section 22.10), the Effective Date is the date stated in that writing.

This Agreement is entered into between:

Hoffman Sacha Max (הופמן סשה מקס), an Osek Patur (עוסק פטור), business ID (מספר עוסק) 337734404, trading as "Loya", of HaOrgim 11, Ashdod, Israel, email contact@loya-pass.com (hereinafter "Loya" or the "Service Provider"),

and

[Client Legal Name], identified in the applicable Commercial Appendix or, for self-serve signup, by the account information recorded at electronic acceptance (Section 22.9) (the "Client" or the "Business").

Loya and the Client are each a "Party" and together the "Parties".

1. Recitals

1.1 Loya provides a cloud-based customer loyalty platform designed primarily for use through Apple Wallet and/or Google Wallet compatible passes, a merchant web dashboard, and related tools, interfaces and support services.

1.2 The Client wishes to engage Loya to configure, operate and support a digital loyalty program for the Client's business, subject to the terms and conditions of this Agreement and the applicable Commercial Appendix.

1.3 The Parties wish to set out their respective rights and obligations regarding the Services, subscription plans, data handling, staff use of the platform, commercial operation of the loyalty program, and related matters.

1.4 B2B Nature. The Services are intended exclusively for professionals and commercial businesses. The Client enters into this Agreement as a merchant or business (B2B), and not as a private consumer. The person who creates the account, electronically accepts the Agreement, or signs the Commercial Appendix represents that they have the authority to bind the Client.

Accordingly, the Parties agree as follows:

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

2.1 "Business Data" means any information, content, materials, branding, offers, loyalty rules, texts, images, links, configurations, location data, staff instructions, or other instructions provided by or on behalf of the Client.

2.2 "End Customer" means any end user or end customer of the Client who registers for, receives, uses, or interacts with the loyalty program.

2.3 "End-Customer Data" means personal data and loyalty program data relating to End Customers, including where applicable:

  • (a) identity and contact details such as first name, last name, phone number, email address, date of birth and gender, where collected through the registration flow configured for the Client;
  • (b) loyalty program data such as points balance, redeemed points, status tiers, visit history, spend history, average basket, offer participation, reward and redemption history, wallet pass identifiers, and membership timestamps;
  • (c) analytics and profiling outputs such as customer segments, VIP or at-risk classifications, churn-risk percentages, and related operational labels calculated by the Services;
  • (d) communication and consent records, including timestamps of acceptance of terms and privacy notices and marketing opt-in or opt-out status;
  • (e) technical and operational data generated through interaction with the Services, including scan identifiers, wallet installation status indicators, system logs, security events, and anti-fraud indicators;
  • (f) free-text explanatory notes entered by Client staff when correcting or refunding End-Customer points, to the extent they contain or relate to End-Customer information.

2.4 "Commercial Appendix" means the appendix or order form setting out the commercial and operational details applicable to the Client, including subscription plan, pricing, trial terms, setup fees, included wallet member volume, overage fees, included locations, staff seat limits, support scope, loyalty rules, notification limits, approved end-customer legal documents, and special commercial terms.

2.5 "Dashboard" means Loya's web-based merchant interface through which authorized Client users manage the loyalty program.

2.6 "Services" means the services provided by Loya under this Agreement, as described in Section 3 and the Commercial Appendix.

2.7 "Staff User" means any individual authorized by the Client to access the Dashboard, including owners, managers, and staff accounts.

2.8 "Subscription Plan" means the Loya service tier applicable to the Client (such as Essential, Growth, Pro, or Business), as specified in the Commercial Appendix.

2.9 "Third-Party Providers" means external providers on which the Services depend, including Apple Wallet, Google Wallet, PassKit, Supabase, Render (application hosting), Google Maps Platform (geocoding and mapping), and any other third-party provider listed in the sub-processor list. Features developed and operated by Loya, including the Dashboard and its integrated analytics tools, are not Third-Party Providers.

2.10 "Wallet Member" means an End Customer enrolled in the Client's loyalty program through the Services (signup form, link, or QR), from the moment their loyalty account is created, whether or not they have downloaded the wallet pass to their phone. A Wallet Member stops counting toward the quota when the wallet pass is removed from the End Customer's phone. Quota measurement is based on the status reasonably available to Loya from its own systems and from relevant Third-Party Providers (including PassKit) at the applicable billing snapshot described in Section 3.10; the Client acknowledges that wallet-removal signals originating from third-party platforms may not always be immediate or perfectly observable.

2.11 "Applicable Law" means any law, regulation, order, guidance, regulatory requirement, court ruling, or binding rule applicable to a Party in connection with this Agreement, including data protection, privacy, consumer protection, marketing, accessibility, e-commerce and tax laws.

3. Services

3.1 Subject to the terms of this Agreement and the Client's Subscription Plan, Loya shall provide the Client with access to a digital loyalty platform that may include, as available under the applicable Subscription Plan and Commercial Appendix:

  • (a) a digital loyalty card compatible with Apple Wallet and/or Google Wallet;
  • (b) a web-based end-customer registration flow and merchant shareable join link or QR code;
  • (c) a merchant Dashboard for program management, customer records, offers, and analytics;
  • (d) manual loyalty actions performed by Client staff through the Dashboard or QR scan, namely awarding and redeeming points or visits, corrections, refunds, and End-Customer identification — without payment processing;
  • (e) analytics, reporting, visit insights, customer segmentation, churn-risk indicators, and related operational tools;
  • (f) wallet pass updates and wallet-related notifications as described in Section 6;
  • (g) proximity or location-triggered wallet messages, where included in the Subscription Plan and technically available;
  • (h) staff account management and role-based access, where included in the Subscription Plan;
  • (i) social links and advanced wallet branding, where included in the Subscription Plan.

3.2 The specific features, limits, and included volumes available to the Client depend on the Subscription Plan and Commercial Appendix. Features not included in the Client's Subscription Plan may be unavailable, limited, or displayed as locked in the Dashboard.

3.3 Business Locations. Unless otherwise agreed in writing, the Services support loyalty operations for the number of business locations included in the Client's Subscription Plan and Commercial Appendix. A single loyalty program may operate across multiple authorized locations where the Subscription Plan permits. The Client is solely responsible for the accuracy and lawfulness of all location addresses, branch details, geocoding inputs, and proximity message content.

3.4 The authorized business locations and points of sale, if applicable, shall be identified in the Commercial Appendix or configured in the Dashboard.

3.5 Self-Service Operation. The Client configures and operates the loyalty program through the Dashboard. Loya does not guarantee a specific number of manual configuration requests, email support responses, or implementation hours except as stated in the Commercial Appendix.

3.6 Point-of-Sale Loyalty Operations. Unless otherwise agreed in writing, point accrual, redemption, corrections, refunds, and other loyalty actions are performed manually by authorized Staff Users through the Dashboard or supported scan flow — namely awarding and redeeming points or visits, corrections, refunds, and End-Customer identification, without payment processing. Amounts entered in the Dashboard represent loyalty accounting and program records only. The Services do not process payment cards, execute payment transactions, or provide regulated payment services on behalf of the Client or its End Customers.

3.7 Staff Accounts. Where included in the Subscription Plan, the Client may invite Staff Users with role-based permissions. The Client is solely responsible for staff invitations, selecting appropriate role levels, permissions, credential confidentiality, supervision, training, and all actions taken through staff accounts, including point adjustments, offer publication, and customer record access. The Client is responsible for promptly revoking or adjusting access for Staff Users who leave, change roles, or no longer require access, and for periodically reviewing active staff accounts and permissions. Where the Dashboard records staff activity, such records are operational records only and do not constitute a formal audit product unless expressly stated in the Commercial Appendix.

3.8 Analytics and Profiling Tools. The Services may calculate customer segments, analytical classifications (including VIP), churn-risk scores, inactivity indicators, and, when activated, loyalty status tiers, based on End-Customer activity according to rules and formulas built into the Services. These tools are provided solely for the Client's loyalty operations and internal analysis. They are informational and operational only. They do not constitute legal, financial, or marketing advice, do not by themselves send messages to End Customers, and do not produce binding legal effects on End Customers. Loya does not intend these outputs to be used as the sole basis for any decision that produces legal or similarly significant effects concerning an individual. When the Client configures offers or communications targeted at segments, the Client remains solely responsible for the content, legality, and compliance with required consents, and is solely responsible for determining whether any particular use of segmentation, scoring, or profiling triggers additional notice, consent, objection, or review requirements under Applicable Law. The Services do not trigger any marketing or retention campaigns independently of Client actions.

3.9 Plan Changes and Downgrades. The Client may request a plan upgrade or downgrade through the Dashboard or in writing, subject to the Commercial Appendix and technical plan-switch rules. A downgrade may be blocked if the Client's current usage exceeds the limits of the target Subscription Plan, including active offers, staff seats, or locations. Upon downgrade, Loya may automatically disable, remove, or restrict features, configurations, and wallet pass content that exceed the new Subscription Plan, and may push such changes to installed wallet passes.

3.10 Included Volume and Overage. Unless otherwise stated in the Commercial Appendix, each Subscription Plan may include a monthly or periodic allowance of Wallet Members. Usage exceeding the included allowance may be billed at the overage rate stated in the Commercial Appendix. The self-serve metric is the number of Wallet Members enrolled and not removed from the End Customer's phone, as shown in the Dashboard: enrollment counts immediately, including if the pass has not yet been downloaded; removing the pass from the End Customer's device removes the Wallet Member from the quota. This metric is measured at a billing snapshot taken on the billing date (or other cut-off stated in the Commercial Appendix), based on the status reasonably available to Loya at that time from its own systems and relevant Third-Party Providers (including PassKit). Because wallet-removal signals from third-party platforms may be delayed or incomplete, a removal reflected after the snapshot is accounted for at the next snapshot rather than retroactively. The self-serve Commercial Appendix uses this same measurement logic.

3.11 Location-Based Features. Location-based or proximity wallet messages are included only if technically available, included in the Subscription Plan, permitted by Apple Wallet, Google Wallet, device settings, user permissions, geocoding results, and applicable platform rules.

3.12 Unless expressly included in the Commercial Appendix or otherwise agreed in writing, the Services do not include:

  • (a) NFC functionality;
  • (b) separate digital coupons, except as displayed through the loyalty wallet pass;
  • (c) event tickets;
  • (d) automatic point-of-sale, ERP, or payment-terminal integration;
  • (e) payment processing, card acquiring, or wallet payment functionality;
  • (f) a dedicated native mobile application for merchants;
  • (g) standalone SMS or email marketing campaigns sent directly by Loya to End Customers, except where separately agreed in writing;
  • (h) automated retention or re-engagement campaigns sent independently of Client actions;
  • (i) custom development, unless separately agreed in writing;
  • (j) reservation or booking systems;
  • (k) social media management;
  • (l) unlimited marketing campaigns beyond plan limits or Applicable Law;
  • (m) physical design or print production;
  • (n) full strategic consulting or legal advice;
  • (o) any guarantee of sales, revenue, retention, engagement, registrations, redemptions, or other commercial performance.

3.13 Email services to End Customers, if any, shall be provided only under a separate written agreement or a specific written amendment. Email communications sent through the Services to Staff Users or the Client for account administration are not End-Customer marketing services.

4. Client Onboarding and Required Information

4.1 The Client shall provide Loya, in a timely and complete manner, all information and materials reasonably required to configure and operate the Services, including: legal and trade name; logos and brand assets; colors and design preferences; business addresses and branch details; social media or website links, where supported by the Subscription Plan; business descriptions and texts; promotional messages and offers; loyalty rules and reward conditions; contact details for authorized representatives (owner, primary contact).

4.2 Loya automatically calculates analytical segments and associated classifications (including VIP qualification) according to rules and formulas built into the Services and the applicable Subscription Plan. The Client configures the commercial rules of its program, including: how points are accumulated; point conversion method or value; reward eligibility thresholds; reward descriptions; offer validity periods (start and end dates); and offer conditions. Visit counts may be recorded by the Services for operational and analytical purposes; the Client does not configure visit-accumulation rules through the Services. Any exclusions or restrictions applicable to an offer are stated in the offer conditions and are not automatically enforced by the Services: Staff Users (under the Client's responsibility) must apply those conditions at the point of sale and keep End Customers informed of them. When loyalty tiers are activated in the Services, the Client will define the thresholds and values for each tier. The Client remains solely responsible to its End Customers for the accuracy, legality, and honor of the benefits, rewards, and offers it activates or advertises.

4.3 Entry into this Agreement and the applicable Commercial Appendix for self-serve Clients results from the electronic acceptance described in Section 22.9 (Subscription Plan selection, acceptance checkbox, and account creation). Separately, before making the program available to End Customers, the Client shall review and confirm in the Dashboard the main configured elements of the loyalty program, including the visible card, registration flow, merchant information, loyalty rules, notifications content framework, reward redemption logic, and compliance with end-customer legal documents under Section 19.

4.4 End-customer terms, privacy policy, and consent mechanisms are governed by Section 19.

4.5 Loya may reasonably rely on any instructions, approvals, content, or confirmations provided by the Client or by any person appearing to act with the Client's authority.

5. Support

5.1 Loya shall provide support during its standard business operation channels and times, as described in the Commercial Appendix. Unless otherwise stated, standard support consists of reasonable assistance through agreed written channels and in-product help resources.

5.2 No service levels unless expressly agreed. Unless expressly stated in the Commercial Appendix, standard support does not include any guaranteed response time, resolution time, availability commitment, or service-level agreement. Support is provided in English, and in any other language only where Loya has made it available. For self-serve Clients, support is provided primarily through the email channel stated in the Commercial Appendix.

5.3 Excluded from standard support. The following are not included in standard support and are provided only under a separate written agreement and separate billing: development, integration, customization, or modification outside standard Dashboard features; manual configuration, onboarding, or development services performed by Loya outside the self-service Dashboard; data migration or data import; legal, regulatory, or compliance review of the Client's program or documents; and merchant-specific configuration work.

6. Notifications and Communications

6.1 The Services may support different categories of communications and wallet-related notifications, including:

6.1.1 Functional Notifications and Service Updates — Messages or wallet pass updates relating to operation of the loyalty card or loyalty program, such as point balance updates, reward eligibility, redemption status, tier changes when loyalty tiers are activated, card updates, account-related notices, information-page updates, and other service-related information. Point balance updates and similar functional pass updates are generated automatically by the Services when loyalty data changes (for example after a recorded earn, redeem, correction, or refund), according to the Client's configured point rules: the Client does not separately choose to send or withhold each such update. Depending on platform behavior, some such updates may appear on an End Customer's device even where the End Customer has not opted in to promotional communications.

6.1.2 Retention Analytics — Analytics, segmentation, churn-risk estimation, inactivity insights, and related dashboard tools designed to help the Client identify End Customers who may be less engaged. These tools do not, by themselves, send retention or re-engagement messages to End Customers. Any retention or re-engagement communication remains the Client's responsibility and must comply with Applicable Law and consent requirements.

6.1.3 Promotional Wallet Communications — Commercial content relating to offers, promotions, discounts, campaigns or other purchase incentives may be delivered through wallet pass updates or wallet-related notifications where permitted under Applicable Law, where the End Customer has provided any required marketing consent, and where technically supported. Promotional wallet communications do not include standalone SMS or email campaigns unless separately agreed in writing.

6.1.4 Wallet Pass Update Notifications — When loyalty data or pass content changes, Apple Wallet, Google Wallet, or related platforms may display lock-screen notifications, pass-update alerts, or similar device messages depending on platform rules, pass installation status, automatic update settings, device permissions, and the End Customer's marketing preference where applicable. Lock-screen notifications and push alerts may be unavailable, limited, or different by platform, including on Google Wallet. Loya does not control whether such messages are delivered, displayed, opened, or classified as functional or promotional by the platform or device, and does not guarantee identical behavior between Apple Wallet and Google Wallet.

6.1.5 Proximity Messages — Where included in the Subscription Plan and technically available, the Client may configure short messages intended to appear when an End Customer's device is near a configured business location. Such messages may rely on wallet platform and device location services, activated according to Apple Wallet, Google Wallet, and operating system rules. Such messages depend on geocoding accuracy, platform rules, device permissions, and location settings. Loya may provide standard template disclosure language and technical information (for example in the pass information page and the standard end-customer privacy policy template) describing, in general terms, how location-based features work and how the End Customer can manage or limit location through device or wallet platform settings. The Client remains solely responsible for ensuring that its own end-customer notices and consents accurately reflect its actual use of location-based features and comply with Applicable Law, and for the content, legality, and promotional nature of proximity messages.

6.2 The number, timing, frequency, and form of notifications may be limited by the Commercial Appendix, Subscription Plan, platform limitations, technical restrictions, or Applicable Law.

6.3 The Client is solely responsible for the legality, accuracy, fairness and commercial content of its offers, campaigns, rewards, descriptions, claims, proximity messages, and promotional messages.

6.4 Unless separately agreed in writing, Loya does not undertake to review Client content or to suggest wording or formatting changes. The Client remains solely responsible for creating, approving, and using the final content of its offers, campaigns, rewards, descriptions, claims, proximity messages, and promotional messages.

6.5 Loya may refuse, delay, suspend, remove or restrict any notification, campaign, offer, content or functionality that in Loya's reasonable judgment presents legal, regulatory, technical, reputational, security, or platform compliance risks. That right does not create any obligation for Loya to monitor, review, filter, or pre-approve Client content before or after publication. Loya's exercise or non-exercise of that right does not make Loya responsible for the legality, accuracy, or compliance of Client content. The Client remains solely responsible for all content it publishes or configures through the Services, including any unlawful content, and shall indemnify Loya in accordance with Section 16.

6.6 The Client acknowledges that delivery, display, opening, interaction with, or reading of notifications depends on many factors outside Loya's control, including device settings, wallet permissions, operating system behavior, pass installation and removal, automatic update settings, connectivity, user actions, and third-party platform rules. Accordingly, Loya does not guarantee receipt, visibility, open rates, engagement, or conversion.

6.7 Legal classification of communications and Client-initiated content. Functional wallet updates (including point balance updates and similar service updates under Section 6.1.1) are generated automatically by the Services and are not separately composed or sent by the Client. Client-initiated communications configured through the Services are promotional or commercial in nature (including offers, campaigns, and, where available, proximity messages): the Client does not have a separate tool in the Services to send non-promotional free-form messages to End Customers. For such Client-initiated promotional wallet communications, Loya applies the End Customer's marketing preference as recorded in the Services (including at signup and on the pass information page) and does not provide the Client with a manual tool to override that preference or to select individual promotional recipients outside the consent and targeting mechanisms built into the Services. The Client remains solely responsible for: (a) the content, legality, and fairness of the promotional or commercial communications it configures or activates; (b) ensuring its end-customer notices accurately describe its program and communications practices; and (c) any communications sent outside the Services. Whether a given update is treated as "functional" or "promotional" under Applicable Law may still depend on factual context and Applicable Law, not only on platform behavior. Loya's technical delivery and consent gating do not constitute legal advice or a warranty of compliance under Applicable Law, except in respect of Loya's own direct legal obligations as platform operator.

7. Fees and Payment

7.1 In consideration for the Services, the Client shall pay Loya the fees specified in the Commercial Appendix, which may include: a one-time setup fee; a recurring monthly or annual fee based on Subscription Plan; fees for Wallet Members or End Customers above the included volume; fees for additional locations or features where separately agreed; fees for additional work, custom requests, or expanded scope if separately approved.

7.2 Marketing materials, website content, or dashboard previews are non-binding unless incorporated into a signed Commercial Appendix or Order Form.

7.2 bis Trial Period. Unless otherwise stated in the applicable Commercial Appendix, new Clients receive a free trial period of thirty (30) days from the Effective Date, during which recurring Subscription Plan fees are not charged (zero shekels — ₪0). The Wallet Member quota and overage fees of the selected Plan apply from day one, including during the trial (details: Commercial Appendix). Overage fees, additional locations, out-of-plan services, or custom work may require a payment method on file and apply according to the Commercial Appendix. During the trial, Loya's monetary liability cap under this Agreement is limited to the amounts actually paid by the Client to Loya during the reference period (§15.4); where no amounts have actually been paid, that cap is zero (₪0), consistent with the free nature of the trial. At the end of the trial, recurring fees begin automatically according to the selected Plan and billing cycle, unless the Client terminates beforehand in accordance with Section 8.3. For enterprise or Business Clients, trial duration (including no trial) is defined exclusively in the signed Commercial Appendix.

7.3 Prices are exclusive of VAT, if applicable. Loya currently operates as an Osek Patur (עוסק פטור) and does not charge VAT. The absence of VAT on current invoices is a consequence of Loya's then-current tax status, not a permanent contractual commitment that fees will remain VAT-free for the term.

7.3 bis Change in Loya's Tax Status. If Loya's tax status changes (including a transition from Osek Patur to Osek Murshe (עוסק מורשה), incorporation as a company, or any other status that requires VAT collection), Loya will inform the Client by email as soon as reasonably practicable after Loya becomes aware that VAT (or other applicable tax) will need to be collected, and in any event before or with the first affected invoice where practicable. Prices excluding VAT remain unchanged; VAT or other applicable tax is added to amounts when required by law. The Client acknowledges that any period during which VAT was not charged was temporary and based on Loya's then-current tax status. The introduction or application of VAT (or other mandatory tax) under this Section: (a) is not a price increase of the agreed ex-VAT fees; (b) does not entitle the Client to terminate early, reduce the remaining term, or withhold fees otherwise due (including under an annual commitment); and (c) applies to invoices issued on or after the date VAT collection becomes legally required, including during any committed term stated in the Commercial Appendix.

7.4 Unless otherwise agreed in writing, payment shall be made by direct debit or credit card through the online payment platform integrated into the Dashboard (or any other method specified in the Commercial Appendix), at the beginning of each billing period or as otherwise specified therein. For Clients on monthly billing, debit or charge occurs each month for the current period. Loya may also accept bank transfer for enterprise Clients where expressly agreed in the Commercial Appendix.

7.4 bis Timing of subscription vs overage charges. Unless otherwise stated in the Commercial Appendix: (a) the recurring Subscription Plan fee is charged at the beginning of the applicable billing period (or as otherwise specified for annual billing); (b) Wallet Member overage for a period is measured at the billing snapshot for that period (Section 3.10) and is charged in arrears — typically at the end of that period or together with the next period's subscription charge, when the Client renews; and (c) if the Client cancels or the Agreement otherwise ends at the end of a period, Loya takes a final overage snapshot and charge for that ending period (no further subscription period is charged, but accrued overage remains due).

7.5 Any invoice not paid within seven (7) days after its due date may trigger a payment reminder.

7.6 If payment remains unpaid for fourteen (14) days after the due date, Loya may suspend part or all of the Services upon notice.

7.7 If payment remains unpaid for thirty (30) days after the due date, Loya may terminate this Agreement for material breach, without prejudice to any other rights or remedies.

7.8 The Client shall not withhold, offset or deduct any amounts unless required by Applicable Law or expressly agreed in writing.

8. Term and Termination

8.1 This Agreement shall commence on the Effective Date and continue for the initial term specified in the Commercial Appendix.

8.2 If no initial term is specified, the Agreement shall continue on a month-to-month basis and automatically renew for successive monthly periods unless terminated in accordance with this Section.

8.2 bis Annual Commitment Renewal. Where the initial term specified in the Commercial Appendix corresponds to annual billing (for example twelve (12) months), the Agreement automatically renews for a new period of the same duration at the annual rates in effect on the renewal date, unless the Client, before the end of the current period: (a) terminates in accordance with Section 8.3; or (b) disables automatic renewal or opts for monthly billing through the Dashboard. Loya informs the Client by email at least thirty (30) days before each annual renewal date, stating the renewal date, applicable amount, and a simple way to manage renewal (termination, switch to monthly, or maintain annual commitment).

8.3 The Client may terminate this Agreement only through the Dashboard. Loya may terminate this Agreement by written notice by email to the Client account contact (or by notice through the Dashboard or Client account). No additional one-month notice period applies. Unless Section 8.3 bis or the Commercial Appendix provides otherwise:

  • for Clients on an annual commitment, termination takes effect at the end of the current annual period if notice is given before that end (consistent with Section 8.2 bis);
  • for enterprise Clients and for Loya-initiated ordinary termination (other than Section 8.5), termination takes effect at the end of the then-current billing period stated in the Commercial Appendix (or, if none is stated, the end of the then-current monthly period).

The Party giving notice remains bound through the end of that applicable period, and fees for that period remain due as provided in Section 8.4.

8.3 bis Self-serve monthly cancellation. A self-serve Client on monthly billing may cancel at any time through the Dashboard, with cancellation effective at the end of the current (already-started) monthly billing period. No additional one-month notice is required, and no further subscription period is charged. Until that effective date, the Client retains access to the Services, including the ability to enroll new Wallet Members. The Wallet Member quota and overage fees of the selected Plan continue to apply through the end of that current period (Sections 3.10, 7.1 and 7.4 bis): new enrollments are not blocked solely because cancellation has been requested. At the cancellation effective date, Loya takes a final billing snapshot and charges any Wallet Member overage accrued for that ending period; that overage charge is due even though no new subscription period begins.

8.4 If termination notice is given during a billing period that has already begun, that billing period shall remain payable in full unless otherwise stated in the Commercial Appendix. In all cases, the current (already-started) billing period is not refundable on a partial basis unless Applicable Law or the Commercial Appendix provides otherwise.

8.5 Either Party may terminate this Agreement with immediate effect upon written notice if: the other Party commits a material breach and, where capable of cure, fails to cure it within a reasonable period after written notice; the other Party becomes insolvent, ceases business operations, or enters liquidation or similar proceedings; continued performance would likely violate Applicable Law.

8.6 Upon expiration or termination: the Client's access to the Services may be suspended or disabled; the digital loyalty card and related functionality may cease to operate; wallet pass content may be removed or deactivated; accrued payment obligations shall remain due; the Client shall remain responsible for obligations intended to survive termination.

8.7 Subject to full payment of all outstanding amounts, Loya shall provide the Client, upon written request received within thirty (30) days after termination, with a CSV export (or other commonly used structured format) containing only the following End-Customer fields recorded in the Services for enrolled End Customers: first name; last name; mobile phone number; email address; and points balance. Unless required by mandatory law or otherwise agreed in writing, the export does not include loyalty transaction history, visit counts, spend totals, consent timestamps, wallet status, Loya proprietary analytics models, scoring methodologies, calculated segments or scores, cross-client aggregated benchmarks, Loya internal system logs, or Loya anonymized aggregates. Loya provides one such export at no additional charge; any extraordinary, repeated, or custom-format migration assistance may be separately agreed and billed.

8.8 After the applicable export period (Section 8.7), Loya shall delete or render inaccessible identifiable End-Customer Data within a reasonable time, and in principle within ninety (90) days after termination, unless retention is required by Applicable Law, legitimate security needs, dispute preservation, or other lawful grounds. Backups may retain residual copies for up to ninety (90) additional days before permanent overwrite. Security and audit logs related to the Service may be retained for up to twelve (12) months. Anonymized or aggregated data may be retained indefinitely. Operational detail is set out in the DPA (Section 10).

9. Client Responsibilities

9.1 The Client is solely responsible for: its business operations, products and services; the legality and accuracy of its loyalty program rules; the legality and validity of offers, promotions, rewards and discounts; honoring all rewards, statuses, benefits, discounts and commitments offered to End Customers; staff conduct and use of the Services; obtaining all consents, notices and approvals required under Applicable Law; validating and keeping up to date the end-customer legal documentation made available through the Services (Loya provides templates and consent mechanisms under Section 19; the Client remains responsible for their adequacy to its actual practices); providing truthful and non-misleading content; compliance with consumer, privacy, marketing, accessibility, tax and other Applicable Laws applicable to the Client's business and loyalty program (Loya does not provide tax, accessibility, or legal advice).

9.2 The Client shall properly display any join link, QR code, or registration method required for End-Customer enrollment and shall be responsible for explaining the program to End Customers and training relevant staff.

9.3 The Client shall maintain the confidentiality of any credentials used to access the Services, ensure access is granted only to authorized personnel, and notify Loya immediately of any suspected unauthorized access, misuse or security issue.

9.4 The Client is responsible for monitoring internal staff actions, permissions, misuse, negligence, fraud, and errors in relation to the loyalty program and the Services, including manual point corrections, refunds, redemptions, and offer applications.

9.5 The Client is solely responsible for verifying End-Customer identity before awarding or redeeming loyalty benefits where a wallet QR code, join record, phone number, email address, or similar identifier is presented at checkout. Wallet identifiers facilitate program access and are not proof of identity on their own.

9.6 The Client represents that it has all necessary rights in uploaded logos, images, trademarks, and other brand assets and that use of such materials through the Services does not infringe third-party rights.

10. Points, Rewards and Program Economics

10.1 Unless expressly and clearly defined otherwise by the Client in the loyalty program terms, points, visit counters, statuses, badges, rewards or similar program indicators have no direct monetary value.

10.2 Unless expressly stated by the Client and lawfully implemented by the Client, points and rewards are not: cash; electronic money; stored value; a deposit; credit; a financial product; or a payment instrument.

10.3 The Client is solely responsible for determining, disclosing, administering and honoring any value, conversion, reward mechanics, limitations, taxes, conditions, expiration rules or exclusions relating to the loyalty program.

10.4 Loya does not provide banking, payment, credit, electronic money, custody, brokerage or other regulated financial services.

11. Personal Data and Privacy

11.1 The Parties acknowledge that the Client is generally the controller of End-Customer Data processed in connection with the Client's loyalty program, because the Client determines the purposes of the program, the customer relationship, the reward logic, the commercial use of the data, and the main business-facing communications.

11.2 Loya acts primarily as a processor or service provider to the Client for the purpose of hosting, configuring, maintaining and operating the loyalty program and related Services on the Client's behalf.

11.3 Notwithstanding Section 11.2, Loya may act as an independent controller only to the extent necessary and permitted by Applicable Law, and only for the following limited purposes: technical platform and infrastructure security and reliability; fraud and abuse prevention; infrastructure maintenance; legal and regulatory compliance; and internal administrative recordkeeping. Any service improvement or product development is carried out, where reasonably possible, on aggregated, de-identified, or otherwise non-customer-identifiable data. Loya may also produce and use anonymized or aggregated statistics, benchmarks, and analytical outputs that do not identify the Client's End Customers. Nothing in this Section authorizes Loya to use identifiable End-Customer Data for unrelated direct marketing or for the creation of prospect lists. Loya is not responsible for fraud, abuse, or errors occurring at point of sale, during End-Customer identification, or in interactions between the Client and its End Customers, in accordance with Sections 9.4, 9.5, and 15.3.

11.4 The Client represents and warrants that it has a valid legal basis under Applicable Law for collecting and using End-Customer Data in connection with the loyalty program and for instructing Loya to process such data.

11.5 Loya shall process End-Customer Data on the Client's documented instructions, except where otherwise required by Applicable Law or where Loya acts as an independent controller for the limited purposes described in Section 11.3.

11.6 The Parties acknowledge that End-Customer Data processed through the Services may include the categories described in Section 2.3.

11.7 End-Customer Data may be processed for the following purposes, as applicable: registration and management of the loyalty card; identification of End Customers within the loyalty program; tracking of points, visits, statuses, rewards and redemptions; customer service and support; functional communications and wallet pass operation; segmentation, churn analysis, and retention analytics; personalized or targeted offers where lawfully configured by the Client; analytics and service performance measurement; technical platform security; compliance with Applicable Law; service maintenance and improvement; generation of anonymized or aggregated insights.

11.8 The registration flow, end-customer legal templates, and consent mechanisms are governed by Section 19. This Section 11 and the DPA (Section 11.18) govern processing of End-Customer Data resulting therefrom.

11.9 Marketing consent must be separate, optional, unchecked by default, and withdrawable at any time. Refusal or withdrawal of marketing consent shall not prevent an End Customer from using the functional loyalty card or receiving non-promotional service-related communications necessary for operation of the loyalty program, to the extent permitted by Applicable Law.

11.10 The registration flow should, where applicable, distinguish between: acceptance of the applicable terms of use; acknowledgment or acceptance of the applicable privacy policy, as required; consent to receive promotional or marketing communications, if required by Applicable Law.

11.11 Loya shall implement reasonable technical and organizational measures appropriate to the nature of the Services and the risks involved, which may include encrypted transmission, access controls, backups, limited internal access, authentication mechanisms, security monitoring and related protective measures.

11.12 Each Party shall notify the other without undue delay after becoming aware of a personal data breach or security incident affecting the Service, and shall reasonably cooperate to investigate, mitigate and comply with applicable legal obligations.

11.13 To the extent required by Applicable Law, each Party shall reasonably cooperate with the other regarding data subject requests, regulator inquiries, breach response, audits reasonably required by law, and other privacy compliance matters relevant to the Services.

11.14 Data transfers outside Israel shall be made only in accordance with applicable Israeli data protection rules and subject to appropriate contractual, technical and organizational safeguards.

11.15 Loya shall not sell personally identifiable End-Customer Data to third parties. Without the Client's specific written agreement and a valid legal basis where required, Loya shall not create or sell identifiable prospect lists based on End-Customer Data.

11.16 Nothing in this Agreement restricts Loya from using anonymized or aggregated data for lawful internal or commercial purposes, including service improvement, analytics development, industry studies, benchmarks, commercial insights and statistical reports, provided such use does not identify the Client or any individual End Customer unless separately agreed in writing.

11.17 Subprocessors. The Client authorizes Loya to engage subprocessors reasonably necessary to provide the Services. The current Sub-processor List is available on written request at contact@loya-pass.com and, where published, at the URL stated in that document. Loya may update the list from time to time and will notify the Client of any material change of subprocessor where required by Applicable Law or the DPA. Loya requires, where reasonably possible, that its subprocessors are subject to data protection obligations appropriate to the processing and, in substance, consistent with those in this Agreement and the DPA, whether through their own data processing agreements, terms of service, or applicable law. Certain platform providers (in particular the Apple and Google wallet platforms) may operate partly under their own platform terms rather than purely as classic downstream processors. The Client's remedies in respect of a subprocessor change are those set out in this Agreement or the DPA; this Section does not create an implied right to veto a subprocessor.

11.18 Data Processing Agreement (DPA). Loya's Data Processing Agreement (DPA) in effect on the Effective Date is incorporated by reference into this Agreement and forms an integral part thereof. No separate signature of the DPA is required: for self-serve Clients, the DPA is deemed accepted on the electronic acceptance date (Section 22.9); for any non-self-serve arrangement under Section 22.10, the DPA is deemed accepted on the Effective Date of that arrangement unless otherwise agreed in writing. The same rules apply to all Subscription Plans, including Business, unless otherwise agreed in writing.

12. Third-Party Providers and Platform Dependencies

12.1 The Client acknowledges and agrees that the Services depend in part on Third-Party Providers, including wallet platforms, pass technology providers, hosting infrastructure, database providers, geocoding providers, and authentication services.

12.2 The Client authorizes Loya to use such Third-Party Providers as reasonably necessary for provision of the Services, provided Loya uses reasonable care in selecting providers with appropriate security and confidentiality standards suitable to the nature of the relevant service.

12.3 Loya shall not be responsible for the acts, omissions, policy changes, restrictions, decisions, outages, delays, bugs, changes in APIs, removals, suspensions, platform rules, or unavailability caused by Third-Party Providers, except to the extent that a loss is directly caused by Loya's own proven breach of its express obligations under this Agreement, including its obligation under Section 12.2 to use reasonable care in selecting and managing Third-Party Providers.

12.4 Without limiting the foregoing, Loya does not guarantee that Apple Wallet, Google Wallet, PassKit, geocoding services, or any Third-Party Provider will maintain any particular functionality, deliverability rule, permission framework, background behavior, location feature, technical standard, or compatibility level.

13. Accessibility

13.1 Loya shall use reasonable efforts to maintain registration pages and core informational pages under its control in a reasonably accessible format, subject to technical limitations and the capabilities of the relevant platforms and tools.

13.2 The Client remains solely responsible for accessibility compliance relating to: its physical premises; its staff interactions; its products and services; its website and social media content; offline materials; marketing content; business practices; any content supplied by the Client for inclusion in the Services.

14. Warranties Disclaimer

14.1 Except as expressly stated in this Agreement, the Services are provided on an "as is" and "as available" basis.

14.2 Loya does not warrant that the Services will be uninterrupted, error-free, or suitable for every business purpose.

14.3 Without limiting the generality of the foregoing, Loya does not guarantee: increased revenue; increased customer acquisition; increased repeat visits; decreased customer churn; any minimum number of End-Customer registrations; any minimum redemption rate; any minimum notification performance; continuous availability; error-free synchronization across all devices; receipt, opening, or reading of any message or notification.

14.4 The Client acknowledges that churn risk estimation, customer inactivity insights, segmentation outputs, recommendations, and analytics are predictive or descriptive tools only and do not constitute certainty, guaranteed detection, regulated advice, or guaranteed business outcomes.

15. Limitation of Liability

15.1 To the maximum extent permitted by Applicable Law, Loya's liability under or in connection with this Agreement shall be limited to direct damages actually proven, and only to the extent caused by Loya's proven breach of this Agreement.

15.2 To the maximum extent permitted by Applicable Law, Loya shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, loss of revenue, loss of customers, loss of reputation, loss of business opportunity, or loss of anticipated savings.

15.3 Loya shall not be liable for: the Client's products, services or business conduct; offers, promotions, discounts, rewards or loyalty rules determined by the Client; the Client's failure to obtain required consents; claims by End Customers arising from the Client's commercial relationship with them; misuse by the Client, its employees, agents or representatives; staff actions, including point corrections, refunds, redemptions, or offer applications; errors in Business Data supplied by the Client; interruptions or failures caused by Third-Party Providers; failures caused by device settings, operating systems, permissions, connectivity or user conduct; wallet pass removal, disabled automatic updates, or End-Customer device behavior; presentation of a wallet QR code or loyalty identifier by someone other than the relevant End Customer; data loss or delay attributable to third parties or to the Client.

15.4 To the maximum extent permitted by Applicable Law, Loya's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amount paid by the Client to Loya during the three (3) months preceding the event giving rise to the claim, unless otherwise required by law. During the free trial period (§7.2 bis), with recurring fees at zero shekels (₪0), the Client may not claim monetary compensation under this Agreement beyond the amount actually paid to Loya during the reference period — which is zero (₪0) so long as no amount has actually been paid — consistent with the principle that a service provided free of charge does not give rise to monetary indemnification beyond that cap.

15.5 Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law.

16. Client Indemnification

16.1 The Client shall defend, indemnify and hold harmless Loya, its affiliates, and their respective owners, officers, employees, contractors and representatives from and against any third-party claims, demands, actions, proceedings, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with: the Client's products, services or commercial activity; the Client's offers, promotions, discounts, rewards, statuses or loyalty program terms; any failure by the Client to honor advertised or promised benefits; Business Data or content provided by or on behalf of the Client; any misleading, unlawful, infringing or non-compliant message, image, statement, link, proximity message, or campaign approved by the Client; the Client's misuse of the Services; actions, omissions, negligence, fraud or misconduct of the Client's personnel; the Client's breach of Applicable Law; alleged infringement of third-party rights caused by Client materials or instructions; End-Customer complaints, claims or requests arising from the Client's relationship with its End Customers; the Client's failure to verify End-Customer identity at checkout; the Client's end-customer legal documentation or consent practices.

16.2 The foregoing indemnity shall not apply to the extent that the relevant damage was caused by Loya's proven breach of this Agreement.

16.3 Indemnification procedure. As a condition of the indemnity under Section 16.1, Loya shall: (a) give the Client prompt written notice of any claim for which it seeks indemnification (a delay in notice reduces the Client's obligation only to the extent the Client is actually prejudiced); (b) allow the Client to control or coordinate the defense and settlement of the claim, provided the Client uses competent counsel and acts diligently; and (c) provide reasonable cooperation at the Client's expense. The Client shall not enter into any settlement that imposes liability, admission of fault, or a non-monetary obligation on Loya, or that fails to fully release Loya, without Loya's prior written consent (not to be unreasonably withheld). Loya may participate in the defense with its own counsel at its own expense.

17. Intellectual Property

17.1 Loya and its licensors retain all right, title and interest in and to the Services and all related intellectual property rights, including all software, workflows, methods, structures, automations, dashboards, analytics models, churn risk models, segmentation methods, generic templates, standard designs, know-how, documentation and improvements thereto.

17.2 The Client retains all right, title and interest in and to its trademarks, logos, trade names, brand assets, texts, images, offers, commercial content and other Business Data.

17.3 The Client grants Loya a non-exclusive, revocable, non-transferable license for the term of this Agreement to use the Client's trademarks, logos, business name and other Business Data solely to the extent reasonably necessary to configure, operate, maintain and support the Services.

17.4 Unless the Client gives prior written consent, Loya shall not use the Client's name, logo or brand as a public commercial reference, testimonial, or published client list entry.

17.5 No right or license is granted to either Party except as expressly stated in this Agreement.

18. Confidentiality

18.1 Each Party receiving Confidential Information from the other Party (the "Receiving Party") shall keep such information confidential and shall not disclose it to any third party except to its employees, contractors, advisers and service providers who have a need to know it for purposes related to this Agreement and who are bound by confidentiality obligations.

18.2 For purposes of this Agreement, "Confidential Information" includes non-public commercial, financial, technical, legal, operational and strategic information, including pricing, credentials, customer-related information, configurations, internal documents, security information, and business methods.

18.3 Confidential Information does not include information that the Receiving Party can demonstrate: is or becomes public through no breach of this Agreement; was lawfully known to the Receiving Party without confidentiality restrictions before disclosure; is lawfully received from a third party without breach of duty; is independently developed without use of the disclosing Party's Confidential Information.

18.4 If disclosure is required by Applicable Law, court order or competent authority, the Receiving Party may disclose the minimum required information, and if legally permitted shall give prior notice to the disclosing Party.

18.5 The obligations under this Section shall remain in effect during the term of this Agreement and for three (3) years after its termination or expiration, except that trade secrets and personal data shall remain protected for so long as required under Applicable Law or so long as they remain confidential by nature.

19. End-Customer Terms and Compliance Documentation

19.1 Loya makes available to End Customers, through the registration flow, program-appropriate terms and privacy policy templates, together with standard consent mechanisms (checkboxes). The Client validates these documents and mechanisms before making the program available to End Customers and keeps them up to date if its business practices change. The Client ensures they accurately reflect its actual practices.

19.2 Such documentation must address, as applicable: the identity of the business operating the program; the data collected; the purposes of collection and use; the rules regarding points, statuses, rewards and redemptions; expiration rules, exclusions and limitations; customer rights and contact channels; wallet QR identification and checkout practices; unsubscribe or marketing preference mechanisms; segmentation, profiling, or churn indicators where used; wallet location and proximity features; and limitations related to Third-Party Providers and wallet platforms. The documentation should also disclose, using Loya's standard template language where provided, that the Program includes both functional service communications and promotional communications. The technical distinction between functional and promotional communications within the Services, and the related consent-gating mechanisms, are implemented by Loya as described in Section 6 (in particular Sections 6.1 and 6.7). The Client is not responsible for designing or independently determining that platform-level distinction; the Client remains responsible for the accuracy of its program rules, the content of Client-initiated promotional communications, and for validating that the templates accurately reflect its actual practices.

19.3 Templates, sample language, and technical integration of the consent flow are provided for convenience only. The Client remains responsible for their adequacy to its actual practices and legal obligations (see also Sections 11.9 and 11.10 for consent requirements).

20. Suspension and Risk Management

20.1 Loya may suspend, limit or refuse access to any part of the Services, with or without prior notice where reasonably necessary, if Loya believes that: continued provision may violate Applicable Law; the Client is using the Services in a misleading, abusive, unlawful or high-risk manner; a security incident, platform risk, fraud risk or abuse risk exists; a Third-Party Provider requires restriction, suspension or technical modification; amounts due remain unpaid; the Client's content or conduct creates material reputational, technical or operational risk.

20.2 Where reasonably possible, Loya shall provide notice of the reason for suspension and, where appropriate, an opportunity to cure.

20 bis. Force majeure

20 bis.1 Definition. Neither Party shall be liable for delay or failure to perform its obligations (other than payment obligations due or payable) where such delay or failure results from a force majeure event: an unforeseeable, irresistible event beyond the affected Party's reasonable control and not caused by its fault.

Events that are expressly treated as force majeure include, without limitation: natural disasters; pandemic or epidemic; war, terrorism, riots or civil unrest; general strike or lock-out (other than involving the affected Party's own personnel); governmental acts, regulations or restrictions; major cyberattacks targeting large-scale infrastructure; large-scale internet or cloud infrastructure failures; prolonged unavailability of Third-Party Providers essential to the Services (including Apple Wallet, Google Wallet, PassKit, Supabase, Render or equivalent cloud hosting providers).

The following are not force majeure events: economic hardship, lack of funds or insolvency; market or cost fluctuations; failure of a replaceable provider where reasonable alternatives exist; negligence or lack of maintenance by the affected Party.

20 bis.2 Duties of the affected Party. The affected Party shall: (a) notify the other Party within a reasonable time (as a rule, within seven (7) business days) by email; (b) describe the expected impact on the Services; (c) use reasonable efforts to mitigate the impact and resume performance as soon as possible.

20 bis.3 Extended event and termination. If the event prevents substantial performance of the Services for more than sixty (60) consecutive days, either Party may terminate the Agreement on fourteen (14) days' written notice (email sufficient), without penalty, without prejudice to amounts due for the prior period. Termination under this paragraph does not entitle the Client to a refund of fees already paid for the elapsed portion of the period, unless Applicable Law requires otherwise. If the Client has paid annual fees in advance for the current period and terminates under this paragraph, Loya refunds the pro-rata portion for unused months of that period within a reasonable time and via the same payment method where possible.

20 bis.4 Distinction from Section 20. Section 20.1 covers suspension for risk, abuse, non-payment or compliance. This Section 20 bis covers external events temporarily excusing delay or non-performance, without constituting permanent acceptance of unavailability.

21. Governing Law and Jurisdiction

21.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law principles.

21.2 The competent courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, subject to Section 21.2 bis.

21.2 bis Prior Mediation. Before commencing court proceedings, each Party shall seek to resolve the dispute amicably for a period of thirty (30) days from written notification of the dispute to the other Party by email. This obligation does not limit either Party's right to seek urgent injunctive or conservatory relief where permitted by Applicable Law.

21.3 Languages. This Agreement (and the Commercial Appendix and DPA when incorporated) is published and maintained in English only. English is the official and legally binding language. Loya does not provide or maintain translations. The Client may arrange its own translation for convenience; any such translation has no contractual force. In the event of any contradiction, ambiguity or divergence in interpretation, only the English version shall prevail. The Client acknowledges having had the opportunity to review the English version before acceptance.

22. General Provisions

22.1 Entire Agreement. This Agreement, together with the Commercial Appendix and any signed written appendices or amendments, constitutes the entire agreement between the Parties regarding its subject matter and supersedes prior discussions, proposals, understandings or communications on that subject.

22.2 Amendments. Any amendment or modification to this Agreement shall be valid only if made in writing and accepted by both Parties, except for self-serve Clients, for whom Section 22.2 bis applies. Clients under a non-self-serve arrangement (Section 22.10) remain subject to this paragraph for any amendment to their non-standard terms.

22.2 bis Published amendments (self-serve). For Clients covered by Section 22.9, Loya may update, by publishing a new version:

  • this Agreement;
  • the Commercial Appendix — self-serve signup template;
  • this DPA;
  • end-customer document templates provided by Loya.

for legal, regulatory, security, compliance or service evolution reasons.

(a) Non-material amendments. Non-material updates (see paragraph (d)) may take effect on the date stated by Loya, after notice to the Client by email or through the Dashboard. Continued use of the Services after that date constitutes acceptance of the published version.

(b) Fees, quotas and overage. Any change to recurring fees, Wallet Member quotas, overage rates, included locations or commercial plan limits takes effect only at the next renewal of the current billing period (monthly or annual), subject to at least thirty (30) days' prior notice by email or through the Dashboard (consistent with Section 8.2 bis). Pricing and volumes for the current period remain in force until that renewal date.

(c) Other material amendments — right to terminate. For any material amendment other than those in paragraph (b), Loya notifies the Client at least thirty (30) days before the proposed effective date. Within that thirty (30) day period, the Client may either:

  • accept the amendment by continuing to use the Services after the effective date; or
  • terminate the Agreement without penalty by notifying Loya in writing (email sufficient), with termination effective immediately or on a date specified by the Client within that period.

If the Client has paid annual fees in advance for the current period and terminates under this paragraph, Loya refunds the pro-rata portion for unused months of that period within a reasonable time and via the same payment method where possible.

(d) Definition — material amendment. An amendment is material if it significantly affects the Client's rights or obligations, including: fees, quotas, overage rates or plan limits (subject to paragraph (b) for timing); renewal or termination terms; the liability cap (Section 15.4); export or deletion obligations at termination (Sections 8.7 and 8.8); trial period length for a Client whose trial has already started; or any substantial reduction of features included in the subscribed Plan. Amendments that are purely editorial, legal compliance, security, service evolution (including added features) or technical clarification updates that do not increase the Client's cost or reduce its rights for the current Plan and period are not material.

(e) Limits. Without the Parties' written agreement, Loya may not, by unilateral published amendment:

  • reduce Loya's liability cap below what applied on the Client's acceptance date;
  • reduce the Client's data export obligations at termination under Section 8.7;
  • shorten the trial period of a Client whose trial has already started on the amendment date.

(f) Express acceptance. If Applicable Law requires express acceptance of an amendment, Loya collects new electronic acceptance (checkbox or equivalent) before the amendment takes effect. If acceptance is not given within the stated period, paragraphs (c) and (e) apply.

(g) Prospective effect. Any published amendment applies only prospectively from its stated effective date and does not retroactively affect rights or obligations that accrued before that date.

22.3 Assignment. The Client may not assign, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations without Loya's prior written consent. Loya may assign this Agreement in connection with a corporate reorganization, sale of business, merger, acquisition or transfer of substantially all relevant assets, provided the assignee assumes the relevant obligations.

22.4 Severability. If any provision of this Agreement is found invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted or replaced to the minimum extent necessary to make it enforceable while preserving its intended commercial effect as closely as possible.

22.5 Waiver. A failure or delay by either Party in exercising any right or remedy shall not constitute a waiver of that or any other right or remedy.

22.6 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, or franchise between the Parties.

22.7 Notices. Unless otherwise specified, notices under this Agreement shall be sent by email to the addresses in the Commercial Appendix or the Client account, and shall be deemed received when actually delivered or reasonably evidenced as delivered. WhatsApp or any other method agreed between the Parties may supplement email for operational exchanges only, unless the Parties expressly agree in writing to use it for a specific contractual notice.

22.8 Survival. Any provisions which by their nature should survive termination or expiration shall survive, including provisions relating to payments, confidentiality, data protection obligations, intellectual property, limitation of liability, indemnification, governing law and dispute resolution.

22.9 Electronic Acceptance (self-serve). When the Client signs up through the Loya self-serve platform, selection of the Subscription Plan, the acceptance checkbox displaying agreement to this Agreement, the applicable Commercial Appendix, and the DPA, and account creation together constitute entry into this Agreement and the incorporated documents, with the effect of a signature. In particular:

  • (a) the acceptance checkbox, combined with account creation, constitutes electronic acceptance of this Agreement by the Client;
  • (b) the Subscription Plan (Essential, Growth, or Pro) and billing cycle (monthly or annual) selected at signup constitute the applicable Commercial Appendix for that Client, according to the Commercial Appendix — self-serve signup template in effect on the acceptance date;
  • (c) the Data Processing Agreement (DPA) in effect on the acceptance date is incorporated by reference and deemed accepted (Section 11.18);
  • (d) the Effective Date of the Agreement is the date and time recorded by Loya upon electronic acceptance;
  • (e) Loya retains a record of acceptance (account owner identity, plan, billing cycle, document versions, interface language, and timestamp) for proof and compliance purposes.

22.10 Non-self-serve arrangements (reserved). This published Agreement is designed for self-serve signup (Section 22.9). If the Parties later agree non-standard commercial terms (for example a Business plan, custom pricing, or a multi-location chain), those terms will be set out in a separate written arrangement agreed between the Parties at that time. Until then, Section 22.9 governs Clients who create an account on the platform. The DPA remains incorporated by reference on the same basis as for self-serve Clients (Section 11.18).

23. Commercial Appendix

The Parties may execute a Commercial Appendix that forms an integral part of this Agreement.

23.1 Self-serve signup. For Clients who sign up via the platform without a separately signed appendix, the Commercial Appendix — self-serve signup in effect on the electronic acceptance date (Section 22.9) constitutes the applicable Commercial Appendix, supplemented by the Subscription Plan (Essential, Growth, or Pro only) and billing cycle (monthly or annual) chosen at signup.

23.2 Non-standard commercial terms (reserved). The Business plan is not available for self-serve signup. For the Business plan, custom pricing, custom caps, multi-location chain terms, or any commercial terms deviating from self-serve grids, the Client contacts Loya at contact@loya-pass.com. Any such arrangement will be documented separately in writing when agreed; until then, self-serve Clients remain governed by Sections 23.1 and 22.9.

23.3 Typical content. A Commercial Appendix may include, as applicable:

  • Client legal details
  • Subscription Plan (Essential / Growth / Pro / Business)
  • initial term and renewal terms
  • trial period start and end dates, if any
  • setup fee
  • recurring fee
  • included number of Wallet Members or enrolled customers
  • fees for additional volume
  • included number of business locations
  • included number of staff seats
  • included number of active offers
  • support scope
  • included notification categories and limits
  • loyalty program rules
  • approved end-customer registration text
  • end-customer consent text
  • URLs of end-customer terms and privacy policy
  • contact persons
  • special commercial terms
  • reference to the Data Processing Agreement (DPA) incorporated by reference (Section 11.18)

In the event of a conflict between this Agreement and the Commercial Appendix, the Commercial Appendix shall prevail only with respect to specific commercial terms expressly stated therein, and this Agreement shall prevail in all other respects unless expressly stated otherwise.

24. Acceptance

24.1 Self-serve electronic acceptance. For Clients covered by Section 22.9, electronic acceptance at signup (plan selection, acceptance checkbox, and account creation) constitutes entry into this Agreement and the incorporated documents. No handwritten signature and no third-party e-signature are required for self-serve Clients.

24.2 Record of acceptance. Loya retains the acceptance record described in Section 22.9(e), including document versions and the document snapshots stored for the Client account, as evidence of the terms accepted.