Digital Platform Affiliation and Commercial Incentive Program Agreement

I. The Affiliated Merchant represents that:

• —It has received sufficient, clear, and understandable information regarding the operation of the application known as “WEENJOY” and the commercial incentive scheme.
• —It understands that the model is based on promoting real consumption through commercial incentives granted to users within the application, and that this does not imply the generation of yields, investments, or guaranteed financial benefits.
• —It acknowledges that the benefits granted to users (“Pinjoys”) are strictly promotional in nature and do not constitute money, demand deposits, or financial instruments.
• —It understands and accepts that participation in the WEENJOY application does not guarantee specific commercial results, sales volume, or customer acquisition.
• —It is legally authorized to enter into this Agreement and voluntarily chooses to affiliate under the terms herein.
• —This Agreement is binding upon the Parties, and it intends to be bound by all its contents.

II. The Operator represents that:

• —WEENJOY LLC is a Limited Liability Company duly organized and existing under the laws of the State of Delaware, United States of America.
• —Its corporate purpose includes, among others, the development, operation, licensing, and commercialization of software, technology platforms, and loyalty programs, as well as the provision of related digital services.
• —The appearing representative has sufficient authority to bind the company under its Operating Agreement, and such authority has not been revoked or limited.
• —Its registered address is located at: 262 Chapman Rd Ste 240, Newark, Delaware, 19702, USA.

III. The Parties represent that:

• —They mutually recognize each other’s legal capacity and authority to enter into this Agreement.

First. Definitions.

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

1. “WEENJOY Application”: The technological infrastructure operated by the Operator that enables interaction between users and affiliated merchants.
2. “Commercial Incentives”: The promotional mechanism through which the Affiliated Merchant allocates a percentage of its sales generated through the application to incentivize consumption at its establishment, without this constituting an intermediation commission or a financial scheme.
3. “Pinjoys”: Units of promotional value generated within the WEENJOY Commercial Incentives scheme, allowing users to access benefits within the network of affiliated merchants, without constituting money, balance, deposit, credit, or financial instrument.
4. “In-App Sales”: Commercial transactions performed by the Affiliated Merchant generated directly through user interaction within the WEENJOY Application.
5. “Users”: Natural persons who use the WEENJOY Application to interact with affiliated merchants and access program benefits.
6. “Affiliated Merchant”: The natural person or legal entity that joins the WEENJOY Application to promote products or services and participate in the Commercial Incentive scheme.
7. “Operator”: WEENJOY LLC, responsible for the administration, operation, and development of the WEENJOY Application.
8. “Subscription”: The periodic fee paid by the Affiliated Merchant to the Operator for access and use of the Application and associated services.
9. “Monthly Cut-off”: The calculation period to determine In-App Sales and corresponding Incentives, based on monthly cycles per the Operator’s rules.
10. “Bonuses”: The economic incentive granted by an Affiliated Merchant to Users for an operation performed through the Application, consisting of the credit of a percentage of the amount paid in Pinjoys.

Second. Nature of the Services.

The Operator provides technological services consisting of access to and use of the WEENJOY digital platform. The model constitutes a loyalty and commercial incentive program; it does not involve investment or the collection of funds from the public; it does not generate financial returns; it does not constitute a financial or payment system; and it is based exclusively on real commercial transactions.

Third. Services Provided.

The Operator shall provide the Affiliated Merchant with: (i) Access to the technology platform; (ii) Integration into the WEENJOY ecosystem; (iii) Visibility within the network; (iv) Marketing and loyalty tools; (v) Operational management of user benefits; and (vi) Advertising and positioning services as determined by the Operator’s model.

Fourth. Consideration.

The Affiliated Merchant shall pay the following:

Fifth. Pinjoys and Revenue Recognition.

Pinjoys are digital promotional units with no cash value and are not redeemable for legal tender.

1. 1% for promotion and merchant affiliation activities.
2. One-third of the remaining bonus for operation, maintenance, and profitability of the model.
3. Two-thirds of the remaining bonus for user promotional benefits (Incentives).

Sixth. Settlement and Compliance.

The Operator shall settle amounts derived from user redemptions on a weekly basis. Settlements shall be processed via international fund dispersion platforms (e.g., Wise, Payoneer).

Mandatory Documentation: As a condition precedent to any payout, the Affiliated Merchant must provide: (i) Valid ID of the Legal Representative; (ii) Tax ID Certificate; and (iii) Signed IRS Form W-8BEN or W-8BEN-E. The Operator reserves the right to withhold payments if the compliance file is incomplete.

Seventh. Nature of Pinjoys.

Pinjoys are promotional value units used exclusively within the WEENJOY network. They do not generate interest or investment rights and are subject to expiration or cancellation rules determined by the Operator.

Eighth. Term and Termination.

This Agreement is for an indefinite term. Either party may terminate with 30 days’ written notice. Upon termination, the Merchant must pay outstanding fees, and the Operator shall settle pending valid redemptions.

Ninth. Events of Default and Suspension.

The Operator may immediately suspend or terminate the account for: (i) Failure to implement incentives; (ii) Refusal to accept Pinjoys; (iii) Payment failure; (iv) Misuse of the platform; or (v) Fraudulent practices. The Operator may also freeze funds if unusual or high-risk patterns are detected for anti-money laundering (AML) purposes.

Tenth. Independent Contractors.

The Parties are independent contractors. No employment, partnership, or agency relationship is created.

Eleventh. Non-Compete and Non-Circumvention.

During the term and for one (1) year thereafter, the Affiliated Merchant shall not participate in substantially similar loyalty programs or replicate the WEENJOY model using acquired know-how.

Twelfth. Modifications.

The Operator may update this Agreement at any time via the platform. Continued use constitutes acceptance.

Thirteenth. Taxes.

Each party is responsible for its own tax obligations. The services are international digital services provided from abroad; no permanent establishment is created in the Merchant’s jurisdiction.

Fourteenth. Indemnification.

The Affiliated Merchant shall indemnify and hold harmless the Operator, its members, and affiliates from any claims, damages, or legal expenses arising from: (i) Product/service quality; (ii) Merchant tax/legal non-compliance; or (iii) Misuse of the application.

Fifteenth. Intellectual Property.

All software, source code, trademarks, and algorithms remain the exclusive property of the Operator.

Seventeenth. Limitation of Warranty.

The Application is provided “as is.” The Operator does not guarantee uninterrupted or error-free service and shall not be liable for technical failures beyond its control.

Eighteenth. Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.

Dispute Resolution Hierarchy:

1. Direct Negotiation: 15-day good faith period.
2. Mediation: 30-day period with a mutually agreed mediator.
3. Arbitration: Final and binding arbitration administered by the American Arbitration Association (AAA) under its International Commercial Arbitration Rules. The seat of arbitration shall be Delaware, USA. The language shall be English. The award shall be final and binding. The Parties waive any other jurisdiction.