Co-Op Member Master Terms and Conditions Version 3

Version 3 (Date: 28 August 2025)

WELCOME TO SEASON CO-OP

As the UNITED ARAB EMIRATES’s first Christian-owned cooperative marketplace, we unite Co-op Members and consumers of all backgrounds under a shared commitment to excellence, integrity, and neighbourly love. Rooted in timeless biblical values —service, generosity, and stewardship — we curate products and services for every life stage, creating a portal where faith-inspired businesses thrive and communities flourish. Like the open-handed hospitality of Christ, our doors (and digital shelves) welcome everyone, offering thoughtfully selected offerings that honour our calling to "serve one another in love" (Galatians 5:13).

WHY WE EXIST

To glorify God by empowering Christian Co-op Members, blessing customers with exceptional value and eternal impact through everyday transactions.

CO-OP MEMBER MASTER TERMS AND CONDITIONS 

Your agreement to participate in the Co-op Member Program (as defined below) encompasses and incorporates (i) these master terms and conditions, hereinafter referred to as the “Terms”; (ii) the applicable Co-op Member Program Enrolment Form (defined below); (iii) any Service Terms (defined below); (iv) the Commercial Collateral (defined below); and (v) any other documents referred to within such documentation and materials hereinafter referred to as the “Agreement”. In the event of any conflict, any relevant Service Terms (where applicable) will prevail followed by (i) the Co-op Member Program Enrolment Form; (ii) these Terms; then (iii) the Commercial Collateral; (iv) then any other additional documentation referred to within the Agreement.

As a SEASON CO-OP Co-op Member, you accept the Agreement and bind yourself by: (i) clicking through it; checking a box or performing any other positive action signifying your acceptance to the Agreement electronically; (ii) signing the Agreement or any other document referencing them; or (iii) actively participating in the Co-op Member Program. Your acceptance onto and continued participation in the Co-op Member Program is conditional upon you accepting and fully complying with the Agreement. If you do not accept these Terms or any other part of the Agreement, you are not permitted to participate in the SEASON CO-OP Co-op Member Program.

Your participation in the Co-op Member Program is always subject to your compliance with our Co-op Member Code of Conduct, as provided to you as part of the onboarding process.

We may propose amendments to update this Agreement from time to time. Where we do so, we will notify you in writing of such amendments by sending you an email or contacting you using other appropriate means using the contact details that we hold for you. If you do not agree to the amendments, SEASON CO-OP may exercise its right to terminate this Agreement in accordance with clause 8.

An entity may not join and/or participate in the SEASON CO-OP Co-op Member Program, nor accept this Agreement if the individual or entity is or becomes (in whole or in part) SEASON CO-OP’s direct competitor (in SEASON CO-OP’s sole opinion), except with SEASON CO-OP’s prior written consent.

This Agreement solely governs the relationship in respect of those services and / or products set out in the Commercial Collateral and/or your Co-op Member Program Enrolment Form.

The Commercial Collateral including any Co-op Member benefits and Criteria described therein, are subject to change at SEASON CO-OP’s sole discretion.

1. Definitions and Interpretation

1.1 The following definitions apply to this Agreement:

“Affiliate” any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Agreement” the legally binding contract between SEASON CO-OP and the Co-op Member, outlining the rights, obligations, and terms governing their participation in the SEASON CO-OP portal. "Agreement" includes amendments made per Clause 21

“Application” your request to participate in the Co-op Member Program as further detailed at Clause 2.

“Archival Usage” means static, non-interactive reproductions of content in: (i) Historical transaction records; (ii) Unindexed backend databases; (iii) Lawfully retained financial/legal documents. Retention periods shall comply with UNITED ARAB EMIRATES Federal Decree-Law No. 45/2021 on Personal Data Protection.

“Brand Guidelines”, “Brand Marks” and / or “Marks”: The comprehensive style guides, design standards, and usage rules issued by SEASON CO-OP or the Co-op Member (as applicable) that govern Visual identity (logos, color palettes, typography); Voice and tone (messaging standards); Digital/print application rules; Co-branding protocols; All registered and unregistered trademarks, service marks, logos, slogans, domain names, and other brand identifiers owned by either party. Does not include third-party IP licensed by either party unless expressly incorporated.

“Biblical Values” means principles derived from the Holy Bible and consistent with UNITED ARAB EMIRATES laws, including but not limited to: Love for God and neighbour (Matthew 22:37-39); Integrity in business (Proverbs 11:1); Service to others (Galatians 5:13); Truthfulness (Colossians 3:9-10); and adherence to UNITED ARAB EMIRATES public morality laws.

"Board Member" means an individual appointed by the Board of Directors who must maintain ownership of at least 5,000 Class B shares.

“Business Day” Any day other than Saturday, Sunday, or a public holiday in the United Arab Emirates, or as otherwise notified to you.

"Class A Shares" means the voting shares of SEASON CO-OP that entitle the holder to one vote in General Assembly decisions, issued one per member.

"Class B Shares" means the economic shares of SEASON CO-OP that entitle the holder to receive dividends but carry no voting rights.

"Co-op Member" means a person or entity formally admitted into SEASON CO-OP holding at least one Class A share.

“Days” If not explicitly stated as “Business Days,” all references to “Days” shall mean calendar days, including weekends and public holidays in the United Arab Emirates.

“Criteria” the minimum qualification criteria that you are required to obtain and maintain in order to participate in a Co-op Member Program.

“Commencement Date” the date that we notify you that your application to participate in the Co-op Member Program has been approved.

“Commercial Collateral” the materials described in the Service Provider Agreement, including but not limited to brand Marks, brand guidelines, marketing policies; Service Provider benefits and eligibility criteria; promotional rules. Such materials are accessible via the SEASON CO-OP Portal/s or any other platform we designate with 30 days’ notice under Clause 21.

"Community Development" means initiatives undertaken by SEASON CO-OP, its affiliates or its Co-op Members to: (i) create local economic growth, social welfare, or environmental sustainability; (ii) provide education, skills training, or employment opportunities; (iii) support underrepresented groups or disadvantaged communities; or (iv) otherwise improve quality of life in areas where SEASON CO-OP operates, whether through financial contributions, volunteer programs, partnerships, or other approved methods. SEASON CO-OP retains sole discretion to determine what qualifies as Community Development under this Agreement. Community Development initiatives must align with Biblical Values, prioritizing: Care for the poor (Proverbs 19:17); Ethical employment practices (James 5:4); Environmental stewardship (Genesis 2:15).

“Control” Direct or indirect ownership or control of more than 50% of the voting interests in the subject entity, including any related service providers or shareholders.

“Customer” (as applicable) either (i) an end user of a SEASON CO-OP Products and Services or (ii) an end user of a Co-op Member Product and Service.

"Information" means any information disclosed pursuant to or in connection with this Agreement (whether verbally, in writing, or otherwise) that is: (i) expressly designated as confidential or sensitive by the disclosing party; or (ii) is proprietary to a party or would reasonably be considered confidential by its nature or under applicable law; or (iii) relates to administrative, structural, financial, technical, operational, or (iv) strategic matters, including but not limited to data, expertise, intellectual property (including software programs, source code, object code, and algorithms), trade secrets, processes, research, specifications, and development projects, customer, supplier, or contractor lists, visual images or observations. Information shall not include any information that: (i) is or becomes publicly available without breach of this Agreement; or (ii) is lawfully in the receiving party’s possession prior to disclosure, free of any confidentiality obligation; or (iii) is lawfully obtained from a third party without restriction on disclosure.

"Intellectual Property Rights" (or "IP") means all present and future intellectual property rights, whether registered or unregistered, including but not limited to: (i) copyright, trademarks, trade names, branding, logos, and design rights; (ii) patents, inventions, know-how, and trade secrets; (iii) database rights, rights in confidential information, and goodwill; (iv) rights to sue for passing off or unfair competition; (v) source code, object code, software, algorithms, data, processes, models, diagrams, and specifications; (vi) applications, registrations, renewals, and extensions for any of the foregoing; existing in any jurisdiction, whether now known or hereafter developed.

"Investor" means a Co-op Member who contributes financial capital through the purchase of Class B shares, subject to Board and Member approval.

"Material Changes" modifications that (i) Substantially alter rights/obligations (e.g., pricing, benefits, compliance requirements); (ii) Affect shareholder rights (voting, dividends, transfers); (iii) Restrict portal access or introduce new fees; or (iv) Are required by UNITED ARAB EMIRATES/DIFC/ADGM laws. Excludes: Minor UI updates, clarifications, or administrative corrections.

“Master Terms” refer to the binding terms and conditions governing Co-op Members on the SEASON CO-OP portal. They apply to the Agreement, App, and website usage, with updates requiring continued compliance.

“Co-op Member Category” the category type and / or sub-category of the Co-op Member that has a particular scope and particular set of benefits together with details of the Criteria which the Co-op Member must achieve to be considered eligible to be included within such Co-op Member Category, and as set out in the Co-op Member Program Enrolment Form and Commercial Collateral.

“Co-op Member Program Enrolment Form” means the document which identifies your applicable Co-op Member Category; and additional terms specific to your enrolment, as agreed between.

"Co-op Member Product and Services" means any product or service offered or sold by the Co-op Member on any SEASON CO-OP portal or distribution channel.

“Specification Mismatch” a material deviation between the delivered product’s attributes (e.g., size, quantity, quality, functionality) and those explicitly agreed in the Co-op Member’s order confirmation or Commercial Collateral, excluding minor variations within industry-standard tolerances.

“Program” the SEASON CO-OP Co-op Member Program (participation being subject to the Agreement) as described in these Terms, the Co-op Member Program Enrolment Form, Commercial Collateral and other material or documentation we issue from time to time, and which set out the rights and responsibilities of each Co-op Member under the Program.

“Program Year”: the relevant annual term of the Program starting on 1 January and ending on 31 December.

“Restricted Person” shall mean any firm, company or person employed or engaged by SEASON CO-OP or any SEASON CO-OP Affiliate during the term of this Agreement, who has been engaged with the Co-op Member or the management of the Co-op Member or this Agreement.

“SEASON CO-OP Entity” the SEASON CO-OP company which operates in your Location as set out at Co-op Member Program Enrollment.

“SEASON CO-OP IP” any name, trademark, logo, symbol or slogan (whether registered or not) owned or used by us or any of our Affiliates now or in the future anywhere in the world, including but not limited to the word mark “SEASON CO-OP”.

“SEASON CO-OP Product and Service”: those SEASON CO-OP products and services as agreed between the parties from time to time.

“Service Terms”: the terms relating specifically to a SEASON CO-OP product or service supplied by you and that we may update from time to time.

“Subject Entity” The specific company, organization, or legal entity (such as Season Co-op) to which the terms or provisions apply and may include any related Co-op Members.

“UAE Consumer Laws” Federal Law No. 15 of 2020 on Consumer Protection, its implementing regulations, and any amendments thereto, which govern refunds, cancellations, and penalties for consumer transactions in the UAE.

“we” “us” “our” “SEASON CO-OP” the SEASON CO-OP Entity relevant to your Location as set out at Co-op Member Program Enrollment.

“you” “your” “Co-op Member”: the party accepted and approved by us to participate in the Program.

1.2 A reference to a law, statutory provision or subordinate legislation is a reference to it as it is in force from time to time and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. The headings in this Agreement or any other agreement or documentation are for convenience only and do not affect its construction or interpretation.

2. Participation in the Program

2.1. To apply to become a Co-op Member you must submit to us a completed Application requesting, either via email or on our SEASON CO-OP app or website to enroll you as a Co-op Member, together with all additional requested supporting information including documentation to assist with our due diligence and onboarding. The Application may require you as a prospective Co-op Member to indicate the desired Co-op Member Category and Tier but any decision on Co-op Member Category and/or Tier is at our sole discretion.

2.2. Our acceptance of your application to join the Co-op Member Program may be subject to any restrictions or conditions that we consider appropriate including but not limited to any due diligence checks that we consider appropriate, from time to time. Our acceptance of you as a Co-op Member is at our sole and absolute discretion. We reserve the right to accept or reject any application without being required to provide reasons for our decision.

2.3. From the Commencement Date, you will be appointed as a non-exclusive Co-op Member of SEASON CO-OP and enrolled in the Program, unless: (i) the Parties expressly agree otherwise in writing regarding exclusivity arrangements; or (ii) the Agreement is terminated in accordance with Clause 8.

2.4. Where your designated Co-op Member Category has specific participation criteria, we will notify you of any additional requirements that apply to your participation.

2.5. Where your enrolment to the Co-op Member Program requires you to maintain any SEASON CO-OP or other third-party accreditations or certifications, then you undertake to maintain such accreditation and/or certification whilst you participate in this Program. You will inform us immediately should you cease to hold any applicable SEASON CO-OP or third-party accreditations and/or certifications.

2.6 Should you fail to maintain any required SEASON CO-OP or third-party accreditations or certifications (as specified in Clause 2.5), we may take appropriate action including, without limitation: (i) suspending your ability to accept new Orders and Customers for SEASON CO-OP Products and Services; (ii) withholding any outstanding payments (including commissions); or (iii) terminating this Agreement immediately upon written notice.

2.7. Once your application has been accepted, we will integrate our product and booking extension to our portal.

2.8 Any Affiliate of a Co-op Member that desires to be included in the Co-op Member Program must complete its own Application for enrollment and agree to the Agreement unless otherwise agreed by SEASON CO-OP in writing.

2.9. Co-op Members may qualify for SEASON CO-OP benefits, including but not limited to: (i) Marketing opportunities for their products and services through SEASON CO-OP digital portals (app, website, and other approved channels at our discretion); (ii) Access to business training programs and development resources; (iii) Participation in community development initiatives. All SEASON CO-OP portal and distribution channel usage remains subject to: (i) This Agreement's terms; and (ii) Any additional terms SEASON CO-OP may implement. We reserve sole discretion regarding: (i) Benefit eligibility and allocation; (ii) Portal access permissions; and (iii) Program participation requirements.

2.10. Age Requirement: To participate as a Co-op Member (individual, not corporate), you must be at least 18 years of age. Minors aged 15-17 years old may participate only with (i) written consent from a parent or legal guardian, and (ii) such parent/guardian co-signing this Agreement as guarantor. SEASON CO-OP reserves the right to require age verification documentation.

2.11. SEASON CO-OP reserves the right, at its sole and reasonable discretion, to refuse any request, modification, or action proposed by a Co-op Member, including but not limited to requests related to pricing adjustments, marketing approvals, operational changes, services or products or variations offered, or contractual amendments. Such refusal shall not constitute a breach of this Agreement, provided SEASON CO-OP acts in good faith and in alignment with Biblical Values, UAE law, and the objectives of the Co-op Member Programme. SEASON CO-OP will provide written notice of any refused request, where practicable, but is not obligated to justify its decision unless required by law.

2.12 Dormancy and Temporary Suspension (Service Providers)

Dormant Provider: A Service Provider is “Dormant” if (a) they notify Season Co-op they cannot provide services; or (b) there are no fulfilled bookings or invoices for ≥90 consecutive days and the provider does not respond to two written notices within 7 days.

Suspension Window: The service provider may suspend listings and intake for up to 180 days (“Suspension Window”). During suspension the member keeps shares and must (i) maintain/renew their trade license, and (ii) state a return date.

Return to Active: On proof of ability to provide services (e.g., valid license), Season Co-op will reactivate listings within 5 Business Days.

3. Share Structure

3.1 Class A Shares (Voting)

3.1.1. Each Co-op Member holds exactly one Class A share. 

3.1.2. Entitles the holder to one vote in General Assembly decisions. 

3.1.3. Required for Co-op membership. 

3.1.4. Issued free of charge with no fixed cap on total issuance. 

3.2 Class B Shares (Economic)

3.2.1. Entitles the holder to receive dividends based on surplus profits. 

3.2.2. No voting rights. 

3.2.3. Minimum purchase requirements: 

3.2.3.1 Service Providers: 25 Class B shares

3.2.3.2 Investors: 250 Class B shares

3.2.3.3 Board Members: 500 Class B shares

3.3 Share Caps

3.3.1. Service Providers: Up to 1,000 Class B shares (extendable to 2,000 with Board approval). 

3.3.2. Investors: Up to 10,000 Class B shares. 

3.3.3. Board Members: Up to 15,000 Class B shares. 

3.3.4. No individual may hold >10% of total authorized Class B shares.

3.4 Mission Integrity

3.4.1. The core mission and purpose of SEASON CO-OP may not be altered without a supermajority approval of 75% of all Class A voting members. 

3.5 Transfer & Liquidity

3.5.1. Shareholders may not sell or transfer shares without Board approval. 

3.5.2. SEASON CO-OP maintains a right of first refusal (ROFR) on all share transfers. 

3.5.3. ROFR price will be based on book value or fair market value set by an independent accountant. 

3.5.4. ROFR must be exercised within 30 calendar days of notice. 

3.5.5. 3.5.5. Voluntary exits are subject to Board approval and liquidity availability for Class B shares only.

3.6 Share Treatment for Extended Dormancy (Service Providers)

If Dormancy exceeds 180 calendar days, or the provider permanently ceases operations (incl. non-renewal/expiry of trade license), the provider shall sell back all Class A and Class B shares to SEASON CO-OP (or its designee) for Class B; the Class A share is cancelled.

Re-Entry Right: If the provider becomes active again within 12 months, SEASON CO-OP may allow re-entry with the option to repurchase up to the prior number of Class B shares at the then-current price (Class A reissued on re-entry).

Priority and Right of First Refusal “ROFR”: SEASON CO-OP’S ROFR in clause 3.5 applies to any transfer under this clause 3.6.

4. Prices and Payment terms

4.1. Co-op Member prices must be submitted to SEASON CO-OP in writing on a timely manner. Prices may reduce as Co-op Member sees fit however any price increases must be submitted to SEASON CO-OP and written approval obtained prior to communicating price changes to Customers.

4.2. From time to time, we may offer customers promotions, trials and/or discounts in respect of your participation in the Co-op Member Program and full details of the terms applicable will be set out in additional documentation we provide to you, in writing. At the end of any promotion, trial or discount period, pricing will revert to its original price (unless we inform you otherwise).

4.3. We may amend the prices and payment terms (including individual payment terms) in respect of any SEASON CO-OP Product or Service from time to time in our absolute discretion. We will take reasonable steps to notify you in advance of any price increases or changes to payment terms.

4.4. Tax Responsibility: Each party is solely responsible for: (i) Determining and paying all taxes (including VAT, income tax, withholding taxes, duties, import fees, etc.) applicable to their activities under this Agreement; and (ii) Complying with all tax reporting requirements under UNITED ARAB EMIRATES Federal Law No. 7 of 2017 (Tax Procedures Law) and other applicable regulations. SEASON CO-OP may deduct withholding taxes if legally required, but this does not constitute tax advice or assumption of tax liability.

4.5. Commission Structure and Adjustments

4.5.1. SEASON CO-OP shall deduct a commission as specified in the individual Co-op Member’s Service Terms, which shall govern all transactions processed through its portal. Unless otherwise agreed in writing, the default commission rate is 8% of the retail price (excluding VAT).

4.5.2. Additional Deductions:

4.5.2.1. Payment Processing Fees: Currently 2.9% + AED 1 per transaction (subject to change by third-party providers like Stripe or future payment gateways). SEASON CO-OP will provide written notice of fee changes where possible.

4.5.2.2. Instalment Plan (i) Fees of 6% of retail price including VAT for transactions using Tabby or other SEASON CO-OP-approved instalment services, deducted from the Co-op Member’s revenue. (ii) Opt-out: Disable instalment payment options via SEASON CO-OP Service Terms or via email.

4.5.2.3. Other Third-Party Fees: Additional fees may apply for new payment providers, regulatory requirements, or services. SEASON CO-OP will notify you in writing, and continued use constitutes acceptance unless you object via email to within 14 days.

4.5.3. Annual Adjustment: SEASON CO-OP may increase the default base commission rate by up to 5% annually, effective each January 1st, with 30 days’ prior written notice. Such adjustments shall not constitute a Material Change under Clause 21.

4.5.4. Tax Responsibility: All commissions exclude VAT. Each party is solely responsible for VAT compliance under UNITED ARAB EMIRATES Federal Decree-Law No. 8/2017. All commissions are calculated on amounts excluding VAT and fees are calculated including VAT. Each party remains solely responsible for their own tax obligations under applicable UNITED ARAB EMIRATES laws.

4.5.5. Transparency: Itemized statements showing all deductions will be made available to Co-op Members frequently.

4.6. Share Purchase Payments: All share purchases must be made: (i) Via SEASON CO-OP’s designated IBAN (provided in the Service Provider Agreement); or (ii) Through SEASON CO-OP’s official payment gateway links. Payments to any other accounts are void. Share certificates or digital tokens (if applicable) will be issued within 14 days of cleared payment.

4.7. Pricing Transparency & Compliance

4.7.1. Service Providers must: (i) When SEASON CO-OP customers make purchase outside of the portal service providers must disclose all pricing components (including labour, materials, taxes, and fees) to SEASON CO-OP in writing prior to offering services to Customers and the relevant payment link will be generated and sent to customer; (ii)Honor quoted prices unless changes are pre-approved by SEASON CO-OP under Clause 4.1.

4.7.2. Violations (e.g., hidden fees, off-platform discounts, or misrepresentation of pricing) constitute a material breach under Clause 8.4.1 and may result in: (i) Suspension of payouts for affected transactions; (ii) A penalty of 20% of the transaction value; or (iii) Immediate termination for repeat offenses under clause 8.4.1."

5. Your obligations

5.1. You agree to actively participate in the Co-op Member Program and perform your obligations, including any obligations set out in the Co-op Member Program Enrolment Form and any relevant Service Terms, promptly, diligently and in accordance with the standard to be reasonably expected of an appropriately qualified Co-op Member operating in your industry.

5.2. You must obtain prior written approval from SEASON CO-OP if you plan to use any third-party subcontractor, consultant, agent or other intermediary to assist you in executing the SEASON CO-OP Products and Services under this Agreement. We may accept or reject any proposed third party at our sole discretion.

5.3. You warrant that your business practices reflect Biblical Values, including honesty (Proverbs 11:1), fair treatment of employees (Colossians 4:1), and avoidance of exploitative activities (James 5:4) and you agree that whilst you participate in the Co-op Member Program you will:

5.3.1. perform your obligations under the Agreement in compliance with all applicable laws, rules, regulations and codes of practice and not engage in any deceptive, misleading, illegal, unethical, immoral marketing activities, or activities that may otherwise be detrimental to SEASON CO-OP or any of its Co-op Members or Customers.

5.3.2. not participate in any practices which may be detrimental to the SEASON CO-OP Products and Services, us or our business and reputation (or of any of our customers or Co-op Members).

5.3.2.1. Biblical Values Compliance: Co-op Member warrants that its operations and content explicitly adhere to: (i) Prohibited Activities: No involvement in: Gambling, alcohol, or exploitative (intertest-based) lending (Proverbs 22:7); Fraudulent or deceptive business practices (Leviticus 19:11); Any act violating UNITED ARAB EMIRATES public morality laws (Federal Penal Code Art. 363). (ii) Affirmative Obligations: Fair wages (James 5:4); Truthful advertising (Proverbs 12:22); Ethical sourcing (e.g., no forced labor, Deuteronomy 24:14).

5.3.3. not act nor hold yourself out as our agent nor make any promises or representations or enter contracts on our behalf in respect of the SEASON CO-OP Products and Services.

5.3.4 when referring a prospective Co-op Member to SEASON CO-OP, you must clearly communicate that they are entering into an agreement directly with SEASON CO-OP, not with you. You must also clarify that you do not act as an agent of SEASON CO-OP in relation to SEASON CO-OP Products and Services.

5.3.5. fulfill your obligations under this Agreement using personnel with the necessary skills, experience, and qualifications, exercising due skill, care, and diligence in accordance with best industry practices.

5.3.6. only use the SEASON CO-OP IP and brand as permitted under the Agreement and in accordance with our Brand Guidelines.

5.3.7. maintain the confidentiality of all proprietary, sensitive, or confidential information related to SEASON CO-OP, its Customers, and other Co-op Members, and not disclose such information without prior written consent from SEASON CO-OP.

5.3.8. ensure that any marketing, advertising, or promotional activities related to SEASON CO-OP Products and Services are truthful, accurate, and comply with all applicable laws, regulations, and our Brand Guidelines.

5.3.9. promptly notify SEASON CO-OP of any potential conflicts of interest, legal actions, claims, or regulatory investigations that may impact your participation in the Co-op Member Program.

5.3.10. not sublicense, assign, or transfer any rights or obligations under this Agreement without SEASON CO-OP’s prior written approval.

5.3.11. not use SEASON CO-OP Products and Services, trademarks, or any associated intellectual property in any manner that is deceptive, defamatory, obscene, infringing, or otherwise harmful to SEASON CO-OP’s reputation.

5.3.12. maintain accurate and up-to-date records of transactions, interactions, and activities related to SEASON CO-OP Products and Services and provide such records to SEASON CO-OP upon request.

5.3.13. cooperate with SEASON CO-OP in any investigations or audits related to compliance with this Agreement, including providing necessary documentation and responding to inquiries in a timely manner.

5.3.14. ensure that any subcontractors, affiliates, or third parties you engage to support your obligations under this Agreement also comply with its terms and all applicable laws.

5.4. Content Requirements: You agree that all content (including product listings, marketing materials, and user-generated content) submitted to or shared via SEASON CO-OP portals shall:

5.4.1. Accuracy & Compliance: (i) Be truthful, up-to-date, and compliant with all applicable UNITED ARAB EMIRATES laws (e.g., Consumer Protection, Anti-Fraud, and IP laws); (ii) Not contain false claims, deceptive practices, or misrepresentations about SEASON CO-OP, competitors, or third parties.

5.4.2. Prohibited Content: Exclude content that violates UNITED ARAB EMIRATES laws, including but not limited to: (i) Material criminalized under UNITED ARAB EMIRATES Federal Law (e.g., hate speech under Cybercrime Law No. 34/2021, blasphemy, anti-Islamic content); (ii) Advocacy for practices expressly prohibited under UNITED ARAB EMIRATES law; (iii) Misuse of SEASON CO-OP Brand Marks (Clause 11.3).

5.4.3 Moderation: Remove or edit non-compliant content within 24 hours of SEASON CO-OP’s notice.

5.4.4. User-Generated Content (UGC) If hosting UGC (e.g., reviews), you must: (i) Moderate for compliance with Clause 5.4; (ii) Remove violative content within 24 hours of notification.

5.4.5. Recordkeeping: Maintain records of content submissions and modifications for 2 years post-termination.

5.5. You acknowledge that we may contact Customers (being our customers as well as yours) for our own business purposes and that such contact will not result in us being in breach of this Agreement.

5.6. Customer Service Standards UAE-Compliant Penalties & Refunds

5.6.1. SEASON CO-OP administers all penalties and refunds for customer transactions in accordance with: (i) UAE Consumer Laws; (ii) The policies published on SEASON CO-OP’s portal; and (iii) The Service Provider Agreement.

5.6.2. Refund Rights: Customers retain all rights to refunds under UAE Consumer Laws, including: (i) Full refunds for cancellations made within lawful notice periods; (ii) Partial refunds for late cancellations, proportionate to actual losses incurred. (iii) Penalty Limits: Fees for rescheduling/cancellations shall not exceed: The actual costs incurred by Providers (e.g., perishable materials, labor); or (iv) limits set by UAE authorities for regulated industries.

5.6.3. Disclosure: All penalties and refund rules are transparently displayed to customers before checkout, per UAE E-Commerce Law (No. 2/2002).

5.6.1. The Co-op Member agrees to adhere to the customer service, cancellation and complaint handling procedures as set forth in: (i) The applicable Service Terms; or (ii) Where no Service Terms exist, SEASON CO-OP's default customer service policy which complies with UNITED ARAB EMIRATES Federal Law No. 15 of 2020 on Consumer Protection (or equivalent legislation in the relevant territory).

5.6.2. If the Co-op Member's existing customer service policies conflict with SEASON CO-OP's requirements under Clause 5.6.1, the Co-op Member must: (i) Provide written notice of such conflict to SEASON CO-OP within 14 days of becoming aware; and (ii) Propose alternative arrangements for SEASON CO-OP's approval.

5.6.3 Failure to provide timely notice under Clause 5.6.2 will constitute acceptance of SEASON CO-OP's default customer service terms, which shall govern all customer interactions.

5.6.4 Co-op Members shall: (i) Respond to customer complaints within 24 hours; (ii) Resolve complaints within 5 days unless exceptional circumstances apply; (iii) Maintain records of all complaints for 2 years; and (iv) Comply with all decisions made by SEASON CO-OP's customer service team regarding dispute resolution.

5.6.5. Cancellation & Rescheduling Penalties:

5.7. Co-op Member Code of Conduct: As a SEASON CO-OP Co-op Member, you agree to adhere to the following standards at all times:

5.7.1. Professionalism & Integrity: (i) Ethical Conduct: Act with honesty, fairness, and transparency in all dealings (Proverbs 11:1; Colossians 3:9–10); (ii) Avoid conflicts of interest and disclose any potential conflicts to SEASON CO-OP in writing; (iii) Refrain from bribery, corruption, or unethical incentives (UNITED ARAB EMIRATES Federal Law No. 2/2023).

5.7.2. Representation of SEASON CO-OP: Accurately represent SEASON CO-OP’s mission, values, and offerings without misrepresentation. Do not imply partnerships, endorsements, or affiliations beyond the scope of this Agreement.

5.7.3. Compliance with Laws: Adhere to all UNITED ARAB EMIRATES federal and emirate-specific laws, including but not limited to: (i) Consumer protection (Federal Law No. 15/2020); (ii) Data privacy (Federal Decree-Law No. 45/2021); (iii) Anti-commercial fraud (Federal Law No. 34/2021).

5.7.4. Uniforms & Branding:

5.7.4.1. Uniform Policy: SEASON CO-OP reserves the right to mandate uniforms or branded attire (e.g., shirts, name tags, accessories) bearing SEASON CO-OP’s logos or messaging. If implemented, Co-op Members shall: (i) Purchase approved uniforms directly from SEASON CO-OP or designated suppliers; (ii) Bear the cost of uniforms unless otherwise notified in writing by SEASON CO-OP; (iii) Maintain uniforms in clean, presentable condition and wear them during all customer-facing interactions or SEASON CO-OP events.

5.7.4.2. Opt-Out for Religious/Medical Reasons: Requests for exemptions (e.g., religious attire, allergies to uniform materials) must be submitted in writing for SEASON CO-OP’s approval. Approved alternatives must still incorporate SEASON CO-OP branding.

5.7.4.3. Non-Compliance: Failure to adhere to uniform requirements may result in suspension from customer-facing activities or termination under Clause 8.4.

5.7.5. Cleanliness & Workplace Standards:

5.7.5.1. Physical Premises (if applicable): Maintain hygienic, safe, and orderly facilities for customers and employees. Comply with UNITED ARAB EMIRATES health regulations (e.g., Dubai Municipality cleanliness codes).

5.7.5.2 Digital Presence: Ensure all online content (websites, social media, listings) is free from offensive, deceptive, or illegal material. Promptly remove content violating SEASON CO-OP’s Brand Guidelines or UNITED ARAB EMIRATES laws (Clause 5.4).

5.7.6. Customer Interactions:

5.7.6.1. Respect & Courtesy: Treat all customers with dignity, patience, and kindness (1 Peter 3:8–9). Prohibit discrimination based on nationality, religion, gender, or disability (UNITED ARAB EMIRATES Penal Code Art. 363).

5.7.6.2. Truthful Advertising: Do not make false claims about products, services, or pricing (Proverbs 12:22). Honor advertised promotions and pricing agreements (Clause 4.1).

5.8. Biblical Values in Business:

5.8.1. Stewardship & Generosity: Demonstrate ethical sourcing (e.g., no forced labor, Deuteronomy 24:14). Fair wages and working conditions (James 5:4).

5.8.2. Prohibited Activities: No involvement in: Gambling, alcohol, or exploitative lending (Proverbs 22:7; Ephesians 5:18); Occult practices (Deuteronomy 18:10–12); and any activity violating UNITED ARAB EMIRATES public morality laws.

5.8.3. Seek amicable resolutions per Matthew 18:15–17 before escalation (Clause 16).

5.8.4. Avoid public disparagement of SEASON CO-OP, customers, or other Co-op Members.

5.8.5. Promote neighborly love (Galatians 5:13) through ethical business practices.

5.9. Community Commitment: Participate in at least one (1) SEASON CO-OP-approved community development initiative annually (Clause 7.9.2).

5.10. Confidentiality & Data Protection:

5.10.1. Safeguard all confidential information (Clause 14) and customer data per UNITED ARAB EMIRATES data laws.

5.10.2. Report data breaches to SEASON CO-OP within 24 hours of discovery.

5.11. Product Policies:

5.11.1. General Product Standards: Co-op Members warrant that all products will: (i) Match Specifications: Conform to descriptions, samples, or technical sheets provided in the Commercial Collateral; (ii) Comply with Laws: Meet UAE safety/quality standards (e.g., ESMA certifications, HALAL requirements); (iii) Document Variations: Disclose tolerances (e.g., ±5% sizing) upfront in product listings.

5.11.2. Resolution Protocols

5.11.3. Provider Liabilities: Co-op Members agree to (i) Cover Costs: Bear return shipping/logistics for mismatches/defects; (ii) Penalties: % fee of order value for repeated mismatches (>3/year) as outlined in the Service Provider Agreement; (iii) Fraud: Delisting for intentional misrepresentation (per Clause 8.4.1)

5.12. Payment Exclusivity

5.12.1. All payments for services booked through SEASON CO-OP’s platform must be processed exclusively via SEASON CO-OP’s designated payment channels (e.g., portal, integrated gateways, or SEASON CO-OP invoicing systems).

5.12.2. Service Providers are strictly prohibited from: (i) Soliciting, accepting, or facilitating direct payments (cash, bank transfer, etc.) from Customers for SEASON CO-OP-facilitated services; (ii) Offering discounts or incentives to Customers for off-platform payments; (iii) Using third-party payment links or methods not approved by SEASON CO-OP.

5.12.3. Customers must be notified in writing (e.g., booking confirmations, invoices) that: (i) Payments made outside SEASON CO-OP’s platform void warranty protections and dispute resolution rights; (ii) Off-platform payments violate this Agreement and may result in service suspension.

5.12.4. SEASON CO-OP reserves the right to: (i) Audit Service Provider payment records (bank statements, POS logs) upon 7 days’ notice; (ii) Impose penalties of 3x the transaction value for verified off-platform payments; (iii) Terminate this Agreement immediately for repeat violations (Clause 8.4.1).

6. Warranties

6.1. Co-op Member Warranties: You warrant that throughout the Term:

6.1.1. Quality: All products/services will: (i) Conform to specifications in the Commercial Collateral; (ii) Be free from material defects; (iii) Comply with UNITED ARAB EMIRATES safety standards (where applicable).

6.1.2. Co-op Member warrants that all products/services are consistent with Biblical Values, including: (i) No involvement in gambling, alcohol, or other activities prohibited by Scripture (Ephesians 5:18, 1 Timothy 3:8); (ii) Truthful advertising (Proverbs 12:22).

6.1.3. Legal Compliance: Your performance will not violate any laws or third-party rights; (i) Personnel: All staff assigned to SEASON CO-OP work possess valid licenses/visas; (ii) Accuracy: All information provided to SEASON CO-OP (including in the Application) is truthful and complete.

6.2 Season Co-Op Warranties: We warrant that: (i) We have the legal right to operate the Program and grant the rights herein; (ii) Our digital portals will materially function as described in Clause 7.1; (iii) Fees due to you will be calculated without systemic errors (>2% variance).

6.3 Warranty Remedies

6.3.1. Notice: The non-breaching party must notify the breaching party in writing within thirty (30) days of discovering a warranty breach.

6.3.2. Cure Period: 15 Business Days to cure (or 30 days if cure requires regulatory approval).

6.3.3. Termination: If uncured, the aggrieved party may terminate under Clause 8.4.1.

6.4 Disclaimer: except as expressly stated herein, all implied warranties (including merchantability and fit for purpose) are disclaimed to the maximum extent permitted by UNITED ARAB EMIRATES law.

7. Our obligations

7.1. Portal Access & Maintenance

7.1.1. Service Availability: Maintain 99% uptime for SEASON CO-OP digital portals (app/website), excluding scheduled maintenance and provide 24/7 emergency support for critical outages.

7.1.2. Integration Support: Deliver API documentation within 5 Business Days of onboarding and resolve integration issues within 10 Business Days of notification.

7.2 Commercial Support:

7.2.1. Marketing & Promotion: Feature qualifying Co-op Members in: (i) two (2) seasonal campaigns/year (minimum); one (1) co-branded event/year for select providers; (iii) distribute qualified customer leads within 48 hours.

7.2.2. Training & Development: (i) Provide workshops on SEASON CO-OP portal updates; (ii) compliance training (aligned with UNITED ARAB EMIRATES Federal Law No. 2/2023).

7.3. Financial & Administrative: Transparent Payments: Issue itemized payment reports by the 5th of each month and resolve payment disputes within seven (7) Business Days.

7.4. Compliance & Governance

7.4.1. Regulatory Oversight: (i) Handle VAT/tax filings for UNITED ARAB EMIRATES transactions; (ii) Screen and vet all participants frequently for compliance; (ii) Shareholder Rights: Conduct annual audits of share ownership; (iii) Facilitate voting processes for major decisions (e.g., capital increases).

7.5. Technology & Innovation: (i) (a) Blockchain Readiness: Provide 30 days’ notice before converting shares to tokens (per Clause 3.1.1); (ii) Comply with ADGM/DIFC/VARA crypto regulations where applicable.

7.6. Data Protection: Encrypt all sensitive customer/provider data per UNITED ARAB EMIRATES Data Law and report breaches to relevant authorities within 72 hours.

7.7. Community & Ecosystem:

7.7.1. Development Initiatives: Allocate % of annual dividends to (i) Community Development (10% to 20%); (ii) Shareholder Dividends (40% to 60%); (iii) Reserve Fund (10%); (iv) Reinvestment in Operations/Corporate Development (20-50%); (v) Miscellaneous Allocations (0% to 10%).

7.8 Dividend Allocation Policy

Dividends will be allocated as follows: 

7.8.1. Class B Shareholder Dividends: 40–60% of net dividends (distributed proportionally to Class B shares only). 

7.8.2. Community Development Fund (CDF): 10–20%. 

7.8.3. Reserve Fund: 10%. 

7.8.4. Reinvestment in Operations: 20–50%. 

7.8.5. Miscellaneous: 0–10%. 

7.8.2. Community Development Fund (CDF) Governance

7.8.2.1. Eligible Initiatives: CDF funds shall support (i) Local Economic Empowerment (e.g., microloans to Christian entrepreneurs, vocational training); (ii) Environmental Stewardship (e.g., renewable energy projects, waste reduction, animal welfare); (iii) Social Welfare (e.g., food banks, disaster relief).

7.8.2.2. Oversight: A CDF Committee (3 SEASON CO-OP appointees + 2 shareholder-elected reps) reviews proposals quarterly. Transparency (i) Annual independent audit (UNITED ARAB EMIRATES-certified firm); (ii) Public report on fund usage (anonymized data only).

7.8.2.3. Shareholder Proposals: Shareholders may submit projects with 50+ signatures. Approved projects must align with Biblical Values (Clause 5.3.2) and UNITED ARAB EMIRATES laws.

7.9.3 Reserve Fund Usage requires Board approval for withdrawals. Prioritized for: (i) Force Majeure events (Clause 20); (ii) Unforeseen regulatory compliance costs; or (iii) any other unforeseen critical cost.

7.9.4 Reinvestment Accountability: Annual disclosure of reinvestment outcomes (e.g., user growth, technology upgrades, etc.).

7.10. Content Management:

7.10.1. SEASON CO-OP will (i) Hosting & Moderation: Provide tools for content submission and editing; (ii) Remove blatantly illegal/violative content within 24 hours. (iii) Transparency: Notify Co-op Members of non-compliant content with a 48-hour cure period; (iv) Disclose algorithmic changes affecting content visibility (30 days’ notice); (v) Archival: Retain removed content for 90 days for dispute resolution.

7.10.2. Definition of Prohibited Content: Content will be deemed "blatantly illegal/violative" if it:

7.10.2.1. Violates UNITED ARAB EMIRATES Laws: (i) Content criminalized under UNITED ARAB EMIRATES Federal Law (e.g., hate speech under Cybercrime Law No. 34/2021, blasphemy, anti-Islamic material, gambling, etc.). (ii) Violations of Consumer Protection Laws (false advertising, counterfeit goods).

7.10.2.2. Violates SEASON CO-OP’s Faith-Based Policies: (i) Explicitly contradicts biblical values (including but not limited to Promotion of sexual immorality, pornography, or any practices prohibited under UNITED ARAB EMIRATES law˙; Occult practices in Deuteronomy 18:10-12; Divisiveness or hatred in Galatians 5:19-21;); (ii) Undermines the cooperative’s ethos of "neighbourly love" (e.g., discriminatory language, harassment); (iii) Threatens Portal Integrity: Fraudulent listings, spam, phishing attempts; (iv) Misuse of Brand Marks (Clause 11.3).

7.10.3 Moderation Process (i) Step 1: Flagging; (ii) Automated filters + user reports trigger review; (iii); Step 2: Human Review; (iv) Step 3: SEASON CO-OP’s moderation team assesses within 24 hours using: A public-facing Content Policy (linked in the Agreement) and / or a confidential Internal Moderation Guide (shared with Co-op Members under NDA); (v) Step 4: Action & Notice: If removed: Co-op Member receives a detailed notice citing: Specific violated rule (UNITED ARAB EMIRATES law/SEASON CO-OP policy). Option to edit & resubmit within 48 hours (for fixable issues); (vi) Step 4: Appeal: Co-op Members may appeal to a Content Review Committee (comprising SEASON CO-OP and elected Co-op Member reps) within 5 business days. Final decision within 10 business days.

7.10.4 Emergency Takedowns: SEASON CO-OP may remove content without prior notice if: (i) Required by UNITED ARAB EMIRATES authorities (e.g., Telecommunications Regulatory Authority takedown orders); (ii) Content poses imminent harm (e.g., terrorism-related, child exploitation); (iii) Co-op Member will still receive post-removal notice and appeal rights.

7.10.5 Recordkeeping: All moderated content archived for 90 days (extendable if under legal investigation). Co-op Members may request copies of their moderated content for compliance audits.

7.11. Branding Support: Offer templates/guidelines for compliant use of SEASON CO-OP Brand Marks.

7.12. UAE Law Adherence: SEASON CO-OP guarantees that: (i) All penalty and refund policies align with UAE Consumer Laws and Federal Law No. 5 of 1985 (Civil Code) on contractual damages; (ii) Customers are notified of their right to escalate disputes to the UAE Consumer Protection Department; (iii) Providers shall not impose penalties beyond those permitted by SEASON CO-OP’s SPA or UAE law.

8. Duration and Termination

8.1. This Agreement governs your participation in the Program and takes effect on the Commencement Date. It will remain in force for an initial term of one (1) year and will automatically renew for successive one-year terms unless either party provides at least thirty (30) days’ written notice of non-renewal before the end of the then-current term. During the first quarter of each Program Year, SEASON CO-OP will assess the Co-op Member and Shareholder’s performance, qualifications and compliance with the applicable criteria for their assigned product and/or service. If SEASON CO-OP adjusts the Co-op Member’s Category for the new Program Year, and the Co-op Member does not agree to the revision, they may terminate this Agreement immediately by providing written notice to SEASON CO-OP.

8.2. Without prejudice to any rights that have accrued under the Agreement or any other rights or remedies, we may terminate this Agreement and your participation in the Co-op Member Program without cause upon providing not less than thirty (30) days’ notice to you.

8.3. Without prejudice to any rights that have accrued under the Agreement or any other rights or remedies, you may terminate this Agreement and your participation in the Co-op Member Program without cause upon providing not less than thirty (30) days’ notice to us.

8.4. Without prejudice to any rights that have accrued under the Agreement or any other rights or remedies, either party may terminate this Agreement and ultimately your right to participate in the Program immediately on written notice to the other:

8.4.1. Material breaches include violations of Biblical Values that damage SEASON CO-OP’s reputation, such as public scandals or fraudulent acts (1 Thessalonians 5:22). If the other party (the “Defaulting Party”) commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of seven (7) days’ after being notified by the other party to do so; or

8.4.2. if the Defaulting Party repeatedly breaches any of the Agreement in such a manner as to reasonably justify the opinion that the Defaulting Party’s conduct is inconsistent with the intention or ability to give effect to this Agreement; or

8.4.3. if the Defaulting Party becomes the subject of a petition in bankruptcy or other proceedings relating to insolvency or makes an assignment for the benefit of creditors; or

8.4.4. if the Defaulting Party suspends or ceases, or threatens to suspend or cease, to trade; or

8.5 If any additional circumstances permitting either of us to terminate the Agreement are described in the Co-op Member Program Enrolment Form, relevant Service Terms or Commercial Collateral, either of us may terminate the Agreement in the manner described in such documentation.

9. Termination Effects and Survival

9.1. Upon termination of this Agreement and your participation in the Program:

9.1.1. Upon termination, you will cease to be a Co-op Member. If you are a Service Provider, termination of services does affect share ownership as follows:

(a) Mandatory Buy-Back: Where (i) you or SEASON CO-OP terminate this Agreement; (ii) you permanently cease or withdraw your services; (iii) any required trade license expires or is not renewed; or (iv) you remain unable to provide services for more than one hundred eighty (180) consecutive days after notice of suspension, you shall sell back all shares to SEASON CO-OP (or its designee). Your Class A share is cancelled on termination; your Class B shares are repurchased at your original purchase price per share.

(b) Suspension Window (not a waiver): A temporary suspension of services for up to 180 days does not trigger the buy-back if you resume services within that period. Failure to resume by day 181 constitutes termination under (a).

(c) Re-Entry Right: If you resume services within 24 months of the buy-back, SEASON CO-OP may permit re-entry and allow you to repurchase up to your prior number of Class B shares at the then-current price, with a new Class A share issued on re-entry.

(d) Investors Unaffected: Co-op Members who are Investors (not Service Providers) retain Class B share ownership post-termination, subject to Clause 3.

(e) No Drag/Tag; ROFR: This mandatory buy-back is not a put/call, drag-along, or tag-along. ROFR in Clause 3.5 applies to third-party transfers and does not apply to the mandatory buy-back in this clause.

(f) IP & Commercial Use: Post-termination, you are no longer entitled to any commercial benefits or to use SEASON CO-OP IP/marks.

9.1.2. immediately cease promoting, using, or associating yourself with SEASON CO-OP Products and Services, including any representation or implication of an ongoing connection with SEASON CO-OP.

9.1.3. discontinue use, uninstall, and return to us (as applicable) all SEASON CO-OP Products and Services collateral, except for those for which you have separately paid a license fee for personal use, provided they were not obtained in your capacity as a Co-op Member under this Agreement.

9.1.4. within fourteen (14) days, notify all your relevant Customers that this Co-op Member agreement has ended. SEASON CO-OP reserves the right to contact such Customers if a Co-op Member fails to do so.

9.1.5. destroy and/or return to us (at our election) all our materials and other documentation which you obtained in relation to or as a result of your participation in the Program.

9.2. Termination of this Agreement will not affect any accrued rights or liabilities of either party, nor will it impact any provisions that are expressly or implicitly intended to take effect or remain in force after termination. Additionally, you may be subject to further obligations upon termination, as outlined in your Co-op Member Program Enrolment Form, relevant Service Terms, and/or the Commercial Collateral.

9.3 SEASON CO-OP reserves the right to retain and continue displaying any Co-op Member-related content, including but not limited to marketing materials, testimonials, and promotional content, on its social media portals, websites, and other communication channels, even after termination of this Agreement. SEASON CO-OP is under no obligation to remove such content unless it chooses to do so at its sole discretion.

9.4 Surviving Obligations: The following provisions shall survive termination indefinitely unless otherwise stated: (i) Confidentiality (Clause 14); (ii) IP Licenses (Clause 11.2.1 for archival use only); (iii) Non-Solicitation (Clause 17); (iv) Indemnities (Clause 12); (v) Shareholder Rights (Clause 3 and Service Terms); (vi) Dispute Resolution (Clause 16); (vii) Modification requirements under Clause 21 survive termination. Survival periods for specific clauses are cumulative with any time limits stated therein.

10. Liability & risk allocation

10.1. Absolute Limitations: Notwithstanding anything to the contrary in this Agreement, and to the maximum extent permitted under United Arab Emirates Federal Law No. 5 of 1985 (Civil Code) and DIFC/ADGM regulations (where applicable):

10.1.1. SEASON CO-OP shall not be liable for: (i) Death or personal injury caused by Co-op Member's negligence or unsafe facilities; (ii) Losses arising from Co-op Member's fraud, willful misconduct, or violation of law; (iii) Any liability that cannot be excluded under United Arab Emirates mandatory consumer protection laws.

10.1.2. No Liability for Third-Party Actions where SEASON CO-OP disclaims all responsibility for: (i) Customer purchase decisions (including non-purchases); (ii) Acts of other Co-op Members or portal users; (iii) Governmental actions (e.g., licensing denials, trade restrictions).

10.2. Excluded Damages Table: Non-Recoverable Loss Categories

Applies regardless of whether foreseeable or advised of possibility.

10.3. Positive Obligations

10.3.1. SEASON CO-OP's sole liabilities are to: (i) Pay approved fees according to the Co-op Member Enrollment Form and / or Service Terms; (ii) Provide portal access per SLA terms; (iii) Honor indemnities in Clause 12.

10.3.2. Aggregate Cap: Total liability shall not exceed 125% of fees paid by Co-op Member in preceding 12 months or AED 500,000, whichever is lower.

11. Intellectual property

11.1. Ownership of SEASON CO-OP IP: All rights in SEASON CO-OP Marks, software, and systems remain SEASON CO-OP's sole property. No implied licenses granted whatsoever.

11.2. Co-op Member IP & Brand Compliance

11.2.1. SEASON CO-OP may resize, translate, or format Co-op Member content for portal consistency.

11.2.2. License Grant: Co-op Member retains ownership of pre-existing IP but grants SEASON CO-OP a royalty-free, worldwide, irrevocable license to use Co-op Member’s trademarks, logos, and branding (Co-op Member “Marks") for: (i) Portal promotion and marketing; (ii) Sub-licensing to payment processors, delivery partners, and authorized third parties.

11.2.3. Notification Obligations, the Co-op Member must promptly notify SEASON CO-OP in writing of: (i) Any changes to Co-op Member Marks (e.g., rebranding); (ii) Actual or suspected third-party brand infringements; (iii) Regulatory actions affecting branded materials; (iv) Provide updated marketing collateral (high-resolution logos, style guides) within 7 days of changes.

11.2.4. Liability Exclusion where SEASON CO-OP shall not be responsible for: (i) Any unauthorized use or misuse of Co-op Member Marks by third parties; (ii) Legal violations (e.g., false advertising, copyright claims) arising from Co-op Member’s content or operations; (iii) Fines or penalties incurred due to Co-op Member’s failure to update branding per this clause.

11.2.5. Indemnity Trigger of Co-op Member’s breach of this Section 10.2 automatically voids SEASON CO-OP’s obligations under Clause 10.3 (Positive Obligations) until cured.

11.3. Usage Rights & Restrictions of SEASON CO-OP brand marks and IP

11.3.1. Co-op Member is permitted to use designated SEASON CO-OP Marks only for: (i) Approved marketing materials; (ii) Portal-integrated storefronts; (iii) SEASON CO-OP-branded events.

11.3.2. Prohibited Acts include but not limited to: (i) Registering domain names containing SEASON CO-OP Marks; (ii) Modifying logos or color schemes; (iii) Co-op Members must cease using SEASON CO-OP Marks within 30 days of termination, except for archival usage under Clause 11.2.1.

11.3.3. Compliance Protocol: Submit all branded materials for pre-approval; (i) Correct non-compliant uses within 48 hours of notice; (ii) Audit rights: SEASON CO-OP may inspect premises/web assets frequently.

11.4. SEASON CO-OP shall cease all active use of the Co-op Member’s Marks (including in marketing, portals, or partnerships) within 30 days of termination. SEASON CO-OP may retain archival copies of the Co-op Member’s Marks in historical social media posts, case studies, or portal archives, provided such usage is not modified or promoted after termination.

11.5. SEASON CO-OP's Content Development and Modification rights

11.5.1. Creative Control: We reserve the right to: (i) Produce original photos/videos/copy tailored to our customer demographics; (ii) Edit or adapt Co-op Member-submitted content (including cropping, filters, text overlays) without approval from Co-op Member; (iii) Remove/relabel content that violates our Brand Guidelines or UNITED ARAB EMIRATES laws.

11.5.2. Approval Waiver: No prior consent required for modifications, provided they: (i) Do not materially misrepresent products/services; (ii) Maintain accurate specifications.

11.5.3. Takedown Policy for IP Violations for Notice & Takedown: SEASON CO-OP will remove infringing content within 24 hours of a valid complaint (e.g., counterfeit goods, unauthorized use of third-party IP). (i) Counter-Notice: The accused party may submit a counter-notice within 7 days, after which content may be restored unless legal action is filed. (ii) Repeat Offenders: Three (3) violations in 12 months result in automatic termination.

11.6. Co-op Member Cooperation; you agree to: (i) Provide high-res logos/product images upon request; (ii) Participate in up to 2 branded content shoots annually; (iii) Promptly review SEASON CO-OP-created content for factual accuracy (48hr response required).

11.7. Attribution: Edited content will display: "Creative Direction by SEASON CO-OP | [Co-op Member Name]"

12. Indemnities

12.1. Scope of Indemnification: Co-op Members indemnify SEASON CO-OP for claims arising from their content. The Co-op Member shall defend, indemnify, and hold harmless SEASON CO-OP, its affiliates, and their respective officers/directors against all third-party claims, liabilities, damages, and expenses including reasonable legal fees (capped at market rates for UNITED ARAB EMIRATES-qualified counsel) arising from:

12.1.1. Products/Services: (i) Defects, false advertising, or regulatory non-compliance (e.g., UNITED ARAB EMIRATES Consumer Protection Law violations); (ii) Personal injury/property damage caused by Co-op Member’s offerings.

12.1.2. Intellectual Property: (i) Unauthorized use of third-party trademarks, copyrights, or patents; (ii) Counterfeit goods, services or pirated content distributed through Co-op Member’s channels.

12.1.3 Legal Violations (i) Breaches of UNITED ARAB EMIRATES Federal Decree-Law No. 34/2021 (Anti-Commercial Fraud); (ii) Non-compliance with DIFC/ADGM data protection rules (if applicable).

12.2. Claim Handling Protocol

12.2.1. Notification: SEASON CO-OP will provide written notice within 5 business days of claim receipt.

12.2.2. For Defense Control the Co-op Member must: (i) Assume defense within 10 days of notice; (ii) Use SEASON CO-OP-approved counsel (minimum 10 years UNITED ARAB EMIRATES litigation experience).

12.2.3. Settlement Restrictions: No settlement may (i) Impose obligations on SEASON CO-OP; (ii) Include admissions of liability; (iii) Exceed USD 100,000 without SEASON CO-OP’s prior written consent.

12.2.4. Portal Neutrality: Limited Role (i) SEASON CO-OP acts solely as a technology/events intermediary under UNITED ARAB EMIRATES Federal Law No. 15/2020 (E-Commerce); DIFC Operating Law (if applicable).

12.2.5. Portal Neutrality for liability exclusion: SEASON CO-OP is not liable for (i) Co-op Member’s IP disputes unless caused by SEASON CO-OP’s gross negligence or willful misconduct; (ii) Third-party content hosted on SEASON CO-OP portals.

13. Data Protection

13.1. Where applicable if any data exchanged between parties would be classified as personal data or sensitive personal data as such terms are defined accordance to United Arab Emirates Federal Decree-Law No. 45/2021, the parties agree that the recipient of the personal data (“Recipient”) will process such data in accordance with the provisions of the Directive and other applicable data laws (together “Data Legislation”).

13.2. Your participation in the Co-op Member Program will serve as an opt-in to receive SEASON CO-OP communications including marketing and sales communications. You will be presumed to have provided appropriate notices and have obtained appropriate consents, if required, from persons who are signed up to the Co-op Member Program on your behalf. You may elect to opt-out from receiving SEASON CO-OP’s marketing materials at any time by contacting us as set out in our Privacy Notice.

13.3 Post-Termination Data: Within 60 days of termination, SEASON CO-OP shall: (i) Anonymize any Co-op Member-related personal data in aggregated reports; (ii) Provide written certification of data destruction upon request.

14. Confidentiality and Publicity

14.1. Each party agrees to keep the other party's information strictly confidential and will not copy, use, or disclose it to any third party, except as permitted under this Agreement or as required by law, court order, or any governmental or regulatory authority.

14.2. SEASON CO-OP may disclose your Information to its Customers and Co-op Members, its representatives, and advisors for the purposes of carrying out its obligations under this Agreement.

14.3. Neither party will use the other’s Information for any purpose other than to perform its respective obligations under the Agreement.

14.4. You undertake not to (except as may be required by law or in order to instruct professional advisers in connection with this Agreement) disclose or permit disclosure of any details of the Co-op Member Program or the Agreement to the news, media or any third party, except this does not prevent you from promoting the Products/Services in accordance with this Agreement.

14.5. Co-op Members shall not use SEASON CO-OP customer or Co-op Member data for unsolicited bulk marketing. Violations constitute a material breach under clause 8.4.1.

15. Anti-bribery, corruption & sanctions compliance

15.1. General Obligations: You covenant that you and all Associated Persons (employees, agents, subcontractors, affiliates) shall:

15.1.1. Adhere to Legal Compliance: (i) UNITED ARAB EMIRATES Federal Law No. 2/2023 (Anti-Money Laundering); (ii) OECD Anti-Bribery Convention (where applicable); (iii) U.S. FCPA/UK Bribery Act (if cross-border transactions exist)

15.1.2. Prohibited Conduct to never offer, promise, or accept: (i) Undue gifts/hospitality exceeding USD 150 annually per counterparty; (ii) Facilitation payments ("speed money"); (iii) Charitable donations tied to business advantages.

15.1.3. Reporting Duty to disclose within 24 hours: (i) Any suspicious transaction requests; (ii) Government official interactions (direct/indirect); (iii) Red flags in third-party due diligence.

15.1.4. Breaches of this Clause 15 entitle SEASON CO-OP to terminate immediately without cure period.

15.2. Policies & Audits

15.2.1. Internal Controls: Maintain documented policies covering: (i) Gifts & hospitality registers; (ii) Third-party vetting (suppliers, agents); (iii) Whistleblower protections: SEASON CO-OP shall maintain a confidential whistleblower channel (support@seasoncoop.com) for reporting violations. Individuals acting in good faith will not face retaliation. Reports triggering investigations shall be anonymized where possible.

15.2.2. SEASON CO-OP Audit Rights: Allow unannounced inspections of: (i) Bank records for unusual payments; (ii) Communications with public officials; (iii) Subcontractor agreements.

15.3. All parties agree to Sanctions Screening against: (i) UNITED ARAB EMIRATES Cabinet Resolution No. 74/2020 (Terrorism List); (ii) OFAC/UN/EU sanctions lists; (iii) SEASON CO-OP’s internal restricted parties list.

15.4. Third-Party Compliance Obligations: Where the Co-op Member appoint resellers, agents, or subcontractors ("Affiliates") to engage with SEASON CO-OP Products/Services, you shall ensure they:

15.4.1. Execute SEASON CO-OP’s Anti-Corruption Addendum prior to any business dealings, incorporating the terms of this Clause 15.

15.4.2. Adhere to SEASON CO-OP’s compliance on anti-bribery laws

15.4.3. Accept SEASON CO-OP’s unilateral right to: (i) Audit Affiliate’s transactions and communications; (ii) Suspend or terminate their portal access without notice upon suspected breaches; (iii) Disclose violations to United Arab Emirates authorities if required by law. Failure to enforce these requirements constitutes a material breach by you under Clause 8.4.1.

15.5. Breach Consequences

15.5.1. Material Breach: Automatic termination under Clause 8.4.1 without cure period.

15.5.2. Financial Penalties include reimbursement to SEASON CO-OP for: (i) Fines + 20% administrative fee; (ii) Forensic audit costs (min. AED 50,000).

15.5.3. Disclosure: SEASON CO-OP may report violations to: (i) United Arab Emirates Central Bank’s FIU; (ii) DIFC/ADGM regulators (if applicable).

15.6. You indemnify SEASON CO-OP for: (i) Government investigations triggered by your misconduct; (ii) Reputational harm quantified at 3x the Share Value; (iii) Loss of any licenses.

16. Dispute resolution:

16.1. Parties agree to seek resolution prayerfully and in good faith, reflecting Matthew 18:15-17: Private negotiation before escalation; Mediation with a mutually agreed Christian arbitrator if needed.

16.2. Vote challenges are prioritized under DIAC Rule 20.2 (expedited procedure).

16.3. Cost allocations under Clause 16.5 apply regardless of mediation attempts:

16.3.1. The parties expressly agree to prioritize amicable resolution for all disputes, regardless of claim size. Expedited Dispute Resolution: (i) Mandatory Mediation: Parties must mediate within 15 days of a dispute arising, using a mutually agreed Christian mediator (listed with DIAC). (ii) If unresolved after 30 days, arbitration is triggered.

16.3.2. Arbitration Timeline: DIAC Expedited Rules apply (final award within 90 days of tribunal formation).

16.3.3. Costs: The losing party pays 100% of arbitration fees if they rejected a pre-mediation settlement offer that matched or exceeded the final award.

16.3.4. Injunctions: SEASON CO-OP may seek urgent court relief for: (i) IP infringement; (ii) Breaches of confidentiality.

16.4. Arbitration (United Arab Emirates Focused)

16.4.1. If mediation fails, the dispute shall be resolved by: (i) DIFC-LCIA Arbitration or DIAC Arbitration under the following terms: (i) Seat: Dubai, United Arab Emirates (ii) Language: English (iii) Panel: 1 arbitrator (for claims <USD 1.36M / 5M AED equivalent) / 3 arbitrators (≥USD 1.36M); (iv) Timeline: Final award within 6 months of tribunal formation

16.4.2. Either party may bypass arbitration for: (i) Injunctive relief (e.g., IP violations, confidentiality breaches); (ii) Debt collection (undisputed invoices >90 days overdue); (iii) Urgent interim measures under DIFC Arbitration Law Art. 24.

16.5. Cost Allocation:

16.5.1. Filing Fees: Borne equally by both parties initially, with final allocation determined by the tribunal.

16.5.1.1 Legal Costs: The substantially losing party shall reimburse the prevailing party’s reasonable fees (capped at 20% of the claim value for claims under AED 1M).

16.5.1.2. Mitigation Incentive: If a party rejects a pre-arbitration settlement offer that is later exceeded by the award, that party bears 70% of arbitration costs.

16.5.2. Fee Cap: Legal costs awarded shall not exceed 20% of the claim value for claims under AED 1M, or AED 100,000 plus 10% of the excess for claims over AED 1M, subject to DIAC discretion.

16.6. Continued Performance: Both parties must continue fulfilling obligations during disputes, except for the contested matter.

16.7. Disputes over modifications follow expedited arbitration (45-day timeline).

17. Non-solicitation

17.1. By entering into the Co-op Member Agreement, both the Co-op Member, along with SEASON CO-OP, acknowledge that SEASON CO-OP has made substantial investments, both financially and in terms of management time and effort, in recruiting and retaining skilled personnel. Accordingly, the Co-op Member, for itself and on behalf of its Affiliates, agrees that it shall not, and shall ensure that no Affiliate of the Co-op Member shall, without the prior written consent of SEASON CO-OP:

17.1.1. solicit or entice away, or attempt to solicit or entice away, from the employment or service of SEASON CO-OP or any SEASON CO-OP affiliate the services of any Restricted Person other than by means of a general advertising campaign open to all-comers and not specifically targeted at such staff of SEASON CO-OP or any SEASON CO-OP Affiliate; or

17.1.2. employ or engage or otherwise facilitate the employment or engagement of any Restricted Person.

17.1.3. solicit or transact with any Customer introduced through SEASON CO-OP’s platform for services outside the platform during the Term and for 24 months post-termination.

17.2. The Co-op Member shall be bound by clause 15.1 during the term of the Agreement and for a period of twelve (12) months after termination or expiry of the Agreement.

17.3. If the Co-op Member commits any material breach of this Clause17, SEASON CO-OP may terminate this Agreement immediately upon written notice.

17.4. This clause 17 will survive termination or expiry of this Agreement.

17.5. The covenants in this clause 17 are intended for the benefit of, and shall be enforceable to the fullest extent as permitted by law, by each of SEASON CO-OP and each SEASON CO-OP Affiliate and shall apply to actions carried out by the Co-op Member (or any Affiliate of the Co-op Member) in any capacity (including shareholder, director, principal, consultant, officer, agent or otherwise) whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.

18. Company Mergers and Sale of business

18.1. Should two Co-op Members wish to merge (“New Merged Entity”), SEASON CO-OP will require the necessary legal proof to provide confirmation that the new merged entity is of a legal nature and not simply a matter of restructuring a relationship between different parties.

18.2. The rights and obligation of this Agreement cannot be sold or transferred. Should you purchase a company who is an existing Co-op Member, a new enrolment form for the business you have purchased will need to be completed. Should a Co-op Member sell their business, the new owner of the business will need to apply for membership in his own right and meet the necessary criteria to become a Co-op Member.

19. General terms and Notices

19.1. Any notice to be given pursuant to this Agreement will be in writing to the relevant address of the party set out in the Co-op Member Enrolment Form, or such other address as that party notifies to the other from time to time. For the avoidance of doubt, notice may be given by email unless otherwise stated. Notices sent by email shall be deemed received: (i) If sent before 4:00 PM GST, on the same Business Day; (ii) If sent after 4:00 PM GST, on the next Business Day. Veto-related notices must be: (i) Sent via registered UNITED ARAB EMIRATES mail.

19.2. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, negotiations, and discussions related to it. You acknowledge that you have not relied on any representations or statements not expressly set forth in this Agreement when entering into it, except that nothing in this clause excludes either party’s liability for fraud.

19.3. If a court or similar body decides that any wording in this Agreement cannot be enforced, that decision will not affect the rest of this Agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we and you will treat the relevant part of the wording as if it is deleted.

19.4. Each party is an independent contractor and neither party will represent itself (as applicable) as agent, servant, franchisee, joint venture or legal Co-op Member of the other.

19.5. If circumstances beyond a party’s reasonable control arise, for example, fire, war, Acts of God, industrial disputes, neither we nor you will be liable for failing to meet that party’s respective responsibilities in this Agreement because of those circumstances, for as long as those circumstances continue.

19.6. If a party fails to, or delays in, exercising any rights under this Agreement, that will not mean that those rights cannot be exercised in the future.

19.7. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no rights to enforce any terms of this Agreement.

19.8. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the local law language of the court of jurisdiction as set out at Co-op Member Program Enrollment shall prevail followed by the English language.

19.9. This Agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with your principal place of business and the laws of Dubai, United Arab Emirates.

19.10. SEASON CO-OP reserves the right to, at any time and without notice to the Co-op Member, set off any liability of you to SEASON CO-OP against any liability of SEASON CO-OP to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, SEASON CO-OP may convert either liability at a market rate of exchange for the purpose of set off. Any exercise by SEASON CO-OP of its rights under this clause 19.10 shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

19.11. Service Providers acknowledge that circumventing SEASON CO-OP’s payment systems may violate: (i) UAE Federal Law No. 4/2020 on E-Commerce (unauthorized transaction processing); (ii) UAE Civil Code Art. 390 (breach of contractual payment terms). SEASON CO-OP reserves the right to report violations to UAE authorities.

20. Force Majeure

20.1 Definition: Neither party shall be liable for delays or failures in performance (except payment obligations) resulting from events beyond their reasonable control, including but not limited to:

20.1.1. Natural Disasters: Floods, earthquakes, sandstorms, or epidemics/pandemics declared by the World Health Organization (WHO) or the UNITED ARAB EMIRATES Ministry of Health and Prevention (MOHAP).

20.1.2. Health Emergencies: Government-imposed quarantines, travel bans, or business closures due to public health crises (e.g., COVID-19, MERS, or equivalent infectious disease outbreaks).

20.1.3.  Government Actions: Changes in law, import/export bans, licensing delays, or regulatory orders under UNITED ARAB EMIRATES Federal Decree-Law No. 5 of 1985 (Civil Code, Article 273).

20.1.4.  Conflict & Unrest: War, terrorism, civil commotion, or cyberattacks attributable to third parties.

20.1.5. Infrastructure Failures: Prolonged electricity, internet, or utility outages affecting the UNITED ARAB EMIRATES.

20.2 Notice Requirements: The affected party must:

20.2.1. Notify the other party in writing within 5 Business Days of the event’s onset, detailing: (i) The nature of the event; (ii) Anticipated impact on performance; (iii) Proposed mitigation measures.

20.2.2.  Provide weekly updates until normal operations resume.

20.2.3.  Submit evidence if requested (e.g., government orders, WHO/MOHAP declarations).

20.3. Mitigation Obligations: The affected party must use commercially reasonable efforts to minimize disruptions, including:

20.3.1. Adopting remote work solutions (if applicable).

20.3.2. Sourcing alternative suppliers/Co-op Members.

20.3.3. Complying with UNITED ARAB EMIRATES health/safety guidelines (e.g., social distancing, sanitization protocols).

20.4 Termination Rights: If the Force Majeure event continues for >60 consecutive days, either party may terminate this Agreement without penalty by written notice.

20.5 Exclusions: Force Majeure does not excuse: (i) Payment obligations for services rendered pre-event; (ii) Compliance with data protection laws or shareholder rights (Clause 3).

20.6 Pandemic-Specific Provisions: For pandemics/epidemics: Health & safety policies (e.g., vaccination requirements) must comply with UNITED ARAB EMIRATES Cabinet Resolution No. 16/2022 and Ministry of Human Resources & Emiratisation guidelines.

20.6.1. SEASON CO-OP may implement portal-wide adjustments (e.g., contactless delivery protocols, virtual service options, etc.).

20.6.2. Co-op Members must adhere to SEASON CO-OP’s Health & Safety Policies that comply with UNITED ARAB EMIRATES Ministry of Health guidelines, which may include:

20.6.3. Mandatory vaccination/testing for in-person services (if required by UNITED ARAB EMIRATES law).

20.6.4. Temporary suspension of high-risk activities (e.g., large-group events).

20.7 Shareholder Protections: Termination under this clause does not affect: (i) Share ownership rights (Clause 3); (ii) Dividends accrued pre-termination.

21. Modifications

21.1. Binding Amendments: No modification shall be effective unless:

21.1.1. Signed by: (i) For SEASON CO-OP: C-level officer (CEO/CFO/COO) or General Counsel; (ii) For Co-op Members: VP-level or above (or sole proprietor/partner for smaller entities).

21.1.2. Delivered via: Wet-ink or DocuSign-style e-signature with audit trail.

21.2. Unilateral Program Changes: Material Changes may constitute grounds for termination under Clause 8.4.1 if not agreed per veto thresholds below. Changes to dividend allocations (Clause 7.9) require shareholder approval per thresholds in 21.6.

21.2.1. Material Changes Requiring Approval: (i) Dividend policies (Clause 3.1); (ii) Voting rights; (iii) Share transfer rules.

21.2.2. Emergency Amendments: Only for regulatory compliance (e.g., UNITED ARAB EMIRATES law changes), with 7 days’ notice.

21.2.3. SEASON CO-OP may modify with notice:

21.3. Emergency Modifications: Immediate changes allowed only for: (i) Legal Compliance (UNITED ARAB EMIRATES regulatory orders); (ii) Security Threats (cyberattacks, fraud patterns); with written justification within 3 Business Days.

21.4. Dispute Escalation: Disputes over modifications follow expedited mediation (10-day timeline) before arbitration.

21.5 Shareholder Veto Mechanics

21.5.1. Changes to dividend policies, share transfer rules, or mission integrity require: 75% approval of Class A shares for adoption. 

21.5.2. Quorum for Class A votes: 50% of issued Class A shares must participate. 

21.5.3. If quorum is not met, the vote shall be adjourned (15–45 days later) with quorum reduced by half. 

21.6. Disputed Votes: Challenges resolved within 10 days by DIAC arbitration (expedited procedure).

21.7. Current Agreement version with amendment history will be accessible via the Portal.

22. Governing Law

22.1. This Agreement is governed by United Arab Emirates Federal Law, with disputes subject to the exclusive jurisdiction of Dubai courts (or DIFC/ADGM courts if SEASON CO-OP is licensed therein).

22.2. The Parties submit to the exclusive jurisdiction of the courts of the Emirate of Dubai.

23. Waivers

23.1. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right.

23.2. Any modification or waiver of any provision of this Agreement shall not be effective unless made in writing. Any such waiver shall be effective only in the specific instance as an addendum and for the purpose given and if accepted by both parties in writing.

24. Acceptance

24.1. Acceptance of Co-op Member Master Terms and Conditions: By executing the Co-op Member Agreement ('Agreement') or by utilizing the SEASON CO-OP application ('App') or website, the Co-op Member ('You') hereby acknowledges and agrees to be bound by the Co-op Member Master Terms and Conditions ('Master Terms'), as may be amended from time to time. It is your responsibility to review and stay informed about the Master Terms, which govern your participation and obligations as a Co-op Member within the SEASON CO-OP portal. Your continued use of the App or engagement under the Agreement constitutes your acceptance of the Master Terms in effect at the time of such use or engagement. Should you disagree with any part of the Master Terms, you must immediately cease using the App and notify SEASON CO-OP of your decision to terminate the Agreement in accordance with its terms.

24.2. Acceptance of Modifications: Continued use of the Portal after notified changes under Clauses 21.2 (Unilateral Program Changes) or 21.5 (Shareholder Veto Mechanics) constitutes acceptance, unless the Co-op Member exercises termination rights per Clause 8.3.

24.3. By accepting this Agreement, you represent that you meet the age requirements under Clause 2.10

The parties have caused this Agreement to be executed by use of the application or any Season Co-Op portals. Any queries can be directed to support@seasoncoop.com