Memorandum of Understanding

1.1 Vision. MxGladyx is a community-rooted loyalty rewards platform dedicated to strengthening local economies by rewarding members for choosing to shop at independent, neighborhood businesses. Every dollar spent at a local business circulates back into the community — sustaining jobs, culture, and ownership. MxGladyx exists to make that choice visible, rewarding, and measurable.

1.2 Purpose & Objectives. The purpose of this MOU is to establish a cooperative, good-faith understanding in which the Merchant joins the MxGladyx network and both parties collaborate on: (a) cross-promotion of the Merchant within the member community; (b) community engagement through events, check-ins, and local initiatives; (c) member participation in leaderboards, badges, and impact reporting that spotlight local spending; and (d) building a mutual network that strengthens local economic resilience in the communities the Platform serves.

1.3 Cooperative Character. This MOU is intentionally cooperative rather than transactional. MxGladyx is not a vendor and the Merchant is not a customer; both parties are partners in a shared community initiative.

• Maintain a digital directory and member-facing app where the Merchant's profile, rewards, and promotions are discoverable to members;
• Provide the points-earning infrastructure — transaction tracking, accurate point balances, and single-use redemption codes;
• Operate member-facing features (membership card, leaderboards, tier badges, events, impact reporting) that highlight Merchant participation;
• Review Merchant applications within a reasonable timeframe and communicate the outcome;
• Provide a business dashboard with transaction history, engagement metrics, and redemption records; and
• Maintain reasonable technical and operational standards for app availability, data integrity, and member account security.

• Provide accurate, current business information and update it promptly when material changes occur;
• Maintain the rewards multiplier and any active promotional offers in good standing;
• Honor all reward redemptions presented with valid, Platform-issued verification codes;
• Keep business hours, service availability, and reward availability reasonably current; and
• Promote its participation in the MxGladyx network in good faith to its own customer network.

4.1 Rewards Network. The Merchant offers members the ability to earn points on eligible purchases at the rate the Merchant sets (points per dollar), displayed to members at the point of engagement.

4.2 Promotional Rewards. The Merchant may offer time-limited promotions, bonus point events, or featured placements at its discretion. Featured placements are subject to Platform scheduling and editorial discretion and do not guarantee any specific volume of member traffic.

4.3 Event Participation. The Merchant may host or sponsor community events listed on the Platform; members may earn points for attending, and participation contributes to community impact reporting.

4.4 Content & Conduct. The Merchant is solely responsible for the accuracy and lawfulness of all content it provides and agrees not to publish misleading, discriminatory, or unlawful content.

4.5 No Resale or Transfer. Points and rewards are for member benefit and are not transferable, resellable, or redeemable for cash.

5.1 No Subscription Fee. Participation is offered without a recurring subscription charge during the current program period. Optional paid tiers introduced in the future may be declined without losing baseline participation.

5.2 Cost of Rewards Fulfillment. The Merchant is responsible for the cost of fulfilling in-store rewards, perks, or redemptions. The Platform does not reimburse the Merchant for redeemed rewards, and MxGladyx will not compensate the Merchant for member purchases or redemptions, unless a separate written arrangement exists.

5.3 Transaction Integrity. Points are awarded based on verified member activity. The Merchant agrees not to inflate, fabricate, or facilitate fraudulent transactions or point manipulation.

5.4 Participation Benchmarks. To remain in good standing the Merchant is expected to fulfill valid redemptions in a reasonable timeframe, maintain a completed profile with at least one active reward or multiplier, and respond to Platform communications in a reasonable period. Persistent inactivity or non-fulfillment may result in deactivation, subject to notice and an opportunity to cure.

5.5 Points Liability. The Platform maintains the authoritative record of member point balances and redemption status. The Merchant's role is fulfillment of presented, verified redemptions — not the issuance or accounting of points.

6.1 Term. This MOU takes effect on acceptance and reflects an intended duration of one (1) year, automatically renewed for successive one-year periods unless either party gives notice of non-renewal. As a non-binding document, this is a statement of intended duration, not a commitment.

6.2 Termination. Either party may conclude its participation at any time, with or without cause. Where practicable, the parties intend at least thirty (30) days' written notice so active rewards and pending redemptions can be honored or gracefully wound down.

6.3 Effect of Termination. The Platform may remove the listing, deactivate associated rewards, and cease awarding points at the Merchant's location. Points already earned by members remain governed by the Platform's standard program rules.

7.1 Scope. Each party may disclose proprietary or confidential information, including platform data, analytics, member activity patterns, business performance data, pricing and reward structures, and trade secrets.

7.2 Obligations. Each party will hold the other's Confidential Information in confidence, use it only for purposes of participating in the network, and not disclose it to third parties or use it to compete, except as required by law.

7.3 Exclusions & Duration. These obligations exclude publicly available, independently developed, or lawfully obtained information, and survive the conclusion of participation for three (3) years.

7.4 Member Privacy. Each party will handle member personal information in accordance with applicable privacy laws and the Platform's Privacy Policy, and will not use member data for marketing outside the Platform without consent.

8.1 Non-Binding Character. This MOU is a statement of mutual understanding and good-faith cooperation. It is not intended to create binding legal obligations, enforceable contracts, or liability for damages between the parties.

8.2 No Guarantee of Results. The Platform does not guarantee any specific level of member traffic, sales, redemptions, or promotional exposure. Participation is offered on a best-efforts, community-benefit basis.

8.3 Limitation of Liability. Neither party shall be liable to the other for indirect, incidental, consequential, or lost-profit damages arising from participation.

8.4 Platform Discretion. The Platform may modify listing features, reward mechanics, point values, community guidelines, and this MOU from time to time, with material changes communicated to active Merchants.

8.5 Independent Status. Nothing in this MOU creates a partnership, joint venture, employment, or agency relationship.

8.6 Compliance. Each party is responsible for its own licenses, permits, taxes, insurance, and regulatory compliance.

9.1 Intellectual Property. The MxGladyx name, logo, app design, points system, badge tiers, leaderboards, and all Platform software and content remain the exclusive property of MxGladyx. The Merchant retains its own name, logo, and content, granting the Platform a limited, revocable license to display that content for its listing while active.

9.2 No Exclusivity. Nothing restricts either party from partnering with, promoting, or participating in other platforms, loyalty programs, or community initiatives.

9.3 Data & Reporting. All member data, transaction records, point balances, and analytics maintained by the Platform are owned and controlled by the Platform; dashboard metrics are for the Merchant's internal use only.

9.4 Merchant Representations. The Merchant represents it holds required licenses and permits, that its content and offers comply with law, and that it will fulfill the redemptions it offers. The Platform is not responsible for disputes between the Merchant and its customers arising from reward fulfillment.

9.5 Governing Law & Good-Faith Resolution. The parties intend this MOU to be governed by the laws of the State of California and to first attempt good-faith discussion to resolve any disagreement.