Store Owner Wholesale Supply Agreement
Parties
This Wholesale Supply & Storefront Agreement (the “Agreement”) is between TROVEANA LLC-FZ, a free-zone limited liability company licensed in the UAE with registered office at Meydan Free Zone, Dubai, UAE, together with its affiliates and permitted assigns (the “Company,” “Troveana,” or “we”), and the person or entity identified during application (the “Store Owner” or “you”). This Agreement also sets out terms that apply to the End User — the natural person who purchases through the Store Owner’s Storefront — as reflected in the Store Owner’s customer-facing terms of sale.
It becomes effective on the earlier of (i) the date you submit an application, or (ii) the date you first use the Storefront, admin, APIs, or any related service (the “Effective Date”).
1. Acceptance by application
This is an application-as-acceptance agreement. You accept in full at the moment you submit an application — no handwritten or electronic signature is required. Each method of acceptance has the same legal effect as a signature under the UAE Electronic Transactions and Trust Services Law (Federal Decree-Law No. 46 of 2021). If you apply on behalf of a company, you warrant you are authorised to bind that company.
2. The three parties and their roles
- Troveana (the Company). Operates the platform, supplies eSIM and connectivity products on a wholesale basis to the Store Owner, provides fulfillment through its upstream carriers, and hosts the Storefront infrastructure. Troveana does not sell to, contract with, or hold customer-facing obligations toward the End User except as expressly stated in this Agreement or required by law.
- The Store Owner (you). Is the independent merchant of record who sells products to End Users under its own brand, domain, Storefront, and customer terms, at retail prices set by you. You are responsible for your own customer-facing terms of sale, privacy notice, refund policy, customer support, tax compliance, and all commercial decisions on your Storefront.
- The End User. Is the natural person who purchases the product from your Storefront. The End User contracts with you — not with Troveana — and is bound by your Terms of Sale, the Fair-Use rules in Section 11 (which you must pass through), and any applicable carrier terms.
Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties or between Troveana and any End User.
3. Definitions
- “AML/CFT Laws” — UAE Federal Decree-Law No. 20 of 2018, its Implementing Regulations, Cabinet Decision No. 10 of 2019, Central Bank rules, and all other applicable anti-money-laundering, counter-terrorism financing, and sanctions laws.
- “Chargeback” — any card reversal, payment dispute, unauthorized-transaction claim, bank/ACH reversal, wallet dispute, or similar recovery.
- “End User” — the natural person who purchases a product from your Storefront.
- “Fair Use” — the acceptable-use rules in Section 11 limiting products to legitimate traveler use and excluding local-resident and heavy commercial use.
- “Minimum Payout Threshold” — (a) USD 500 of approved unpaid balance at the end of a calendar month (monthly payout), or (b) as low as USD 100 of approved unpaid balance, but only if the balance has remained accrued for at least three (3) months after the threshold of USD 500 has not been met, as further set out in Section 12.1.
- “Payment Gateway” — any third-party payment processor(s) made available, designated, or approved by Troveana from time to time, which may include, without limitation, Stripe, Inc. and any other processor. Troveana is not tied to any single provider.
- “Policies” — Troveana’s Program Rules, Brand Guidelines, Privacy Notice, Cookie Policy, Refund Policy, Acceptable Use Policy, Fair Use rules, fraud rules, sanctions rules, data-processing terms, and any other policy Troveana publishes, all incorporated by reference.
- “Prohibited Conduct” — any act or omission listed in Section 15 or similar conduct intended to mislead consumers, evade compliance, or interfere with the platform.
- “Retail Price” — the price you charge an End User, set by you in your sole discretion.
- “Storefront” — your branded online store, subdomain, custom domain, admin, catalog, checkout, and related assets provided by Troveana.
- “Wholesale Price” — the price at which Troveana supplies a product to you, set and changed by Troveana under Section 10.
4. Appointment; no exclusivity; no guarantees
Troveana appoints you on a limited, personal, non-exclusive, non-transferable, fully revocable basis to resell approved products through the Storefront. Nothing grants you territorial exclusivity, guaranteed traffic, revenue, approval, onboarding, or continued participation. Troveana may approve or reject any Store Owner, Storefront, domain, content, campaign, payment method, geography, product, or promotion in its sole and absolute discretion, without reasons, and may change or remove products, carriers, suppliers, Wholesale Prices, and payout methodology at any time without notice.
5. Registration, KYC, KYB, and AML compliance
Before going live and at any time on request, you shall submit all documents, information, declarations, and consents Troveana reasonably requires, which may include:
- Government-issued photo ID (passport, Emirates ID, or national ID) of you and each 25%+ beneficial owner;
- Trade license, certificate of incorporation, shareholder register, and UBO declaration (for corporate Store Owners);
- Proof of address (utility bill or bank statement < 3 months old);
- Proof of payout destination — bank statement or IBAN certificate in your legal name;
- Source-of-funds and source-of-wealth declarations where requested;
- Tax residency certificate, VAT registration, or equivalent tax ID;
- Sanctions, PEP, and adverse-media screening consent and results;
- Social handle and domain-control verification;
- W-8/W-9 or local equivalent if required by the Payment Gateway;
- Any additional documentation requested by Troveana, the Payment Gateway, Troveana’s banks, or any regulator.
You warrant all information is true, current, and not misleading and shall update Troveana on any change. Troveana may suspend access, withhold amounts, reject orders, or terminate if you fail to provide or provide false information. You consent to ongoing AML, sanctions, PEP, and adverse-media screening and to data sharing with banks, auditors, regulators, and the Payment Gateway as required by law.
6. Account security
You are solely responsible for securing your account, credentials, API keys, admin access, 2FA devices, recovery email, and domain-registrar access. You shall use strong passwords and MFA; never share, sell, or transfer credentials; notify Troveana immediately of any suspected compromise; and keep devices patched. You are liable for all activity on your account unless and until Troveana confirms receipt of a timely written compromise notice.
7. Storefront operations; payment gateways; third-party risk
Troveana controls the platform, order routing, fulfillment, fraud controls, service providers, and technical operation of the Storefront. You receive only a revocable right to use it during the Term.
7.1 Package and product control
Troveana may enable, disable, suspend, re-enable, restrict, geofence, re-price, modify, add, or remove any product, plan, package, country, region, bundle, voucher, top-up, feature, or promotion (each a “Package”) on the platform at any time, in its sole and absolute discretion, with or without prior notice, and for any or no reason. This includes the right to:
- Disable a Package platform-wide, so that no Store Owner may sell it;
- Enable a Package on some Storefronts and not others, at Troveana’s discretion (for example, based on your KYC status, compliance posture, fraud history, audience region, sales volume, or commercial tier);
- Suspend or permanently remove a Package from your Storefront specifically — even if it remains available to other Store Owners — where Troveana considers that appropriate for operational, commercial, compliance, supplier, or risk reasons;
- Change the Wholesale Price, validity, coverage, data allowance, terms of use, or any other parameter of any Package at any time under Section 10.
You have no right, expectation, or remedy in respect of any Package being enabled, re-enabled, kept available, priced at any particular level, or maintained on your Storefront. Orders already placed and accepted before a change take effect are honoured on the terms applicable at the moment of order acceptance; pending, partial, or in-cart orders may be cancelled or re-priced without liability.
7.2 Payment gateways
End-User payments are collected through one or more Payment Gateways made available or designated by Troveana from time to time. Troveana may offer, add, replace, suspend, or remove any Payment Gateway in its sole discretion and is not tied to any single provider. Available gateways may include, without limitation, Stripe, Inc. and any other processor Troveana makes available or configures for your Storefront. Each Payment Gateway’s own terms, privacy notices, and acceptable-use policies apply to all transactions and to you as a beneficiary of collected funds. A Payment Gateway may impose reserves, holds, rolling reserves, additional KYC, processing delays, or outright rejections that directly affect order acceptance and settlement. You must not attempt to circumvent any Payment Gateway or route End-User transactions outside the approved checkout.
7.3 Third-party risk
Third-party risk is entirely yours. Any issue, dispute, outage, policy change, account freeze, investigation, delay, chargeback, fee change, rate change, or action by any third party — including the Payment Gateway, upstream eSIM suppliers, carriers, banks, cloud providers, fraud vendors, domain registrars, email providers, analytics vendors, or any other external service — will affect you directly, and Troveana is not liable for any loss, damage, delay, or disruption you or your End Users suffer as a result. You are responsible for managing that risk as part of your business.
Dashboard figures are provisional until Troveana confirms settlement.
8. Store Owner obligations
- Publish and maintain your own customer-facing Terms of Sale, Privacy Notice, Cookie Policy, and Refund Policy on the Storefront;
- Pass through the Fair-Use rules in Section 11 and enforce them on Troveana’s behalf;
- Make truthful, substantiated, non-misleading statements, and only claims Troveana has approved or that are objectively verifiable;
- Clearly identify yourself (not Troveana) as the seller of record;
- Do not imply you are an employee, legal representative, telecom operator, carrier, or agent of Troveana;
- Do not target minors, restricted jurisdictions, sanctioned persons, or prohibited industries; no spam, robocalls, or mass unsolicited messages;
- Do not use paid keywords, handles, or domains that infringe Troveana’s or any supplier’s marks;
- Do not publish hate speech, violent extremism, sexual exploitation, unlawful material, harassment, defamation, or content likely to cause brand or regulatory harm.
9. End-user age; protection of minors
The Storefront and products are for End Users aged 18 or older (or the age of majority in the user’s jurisdiction, whichever is higher). You shall not knowingly market to, solicit, onboard, or transact with any minor, and shall not collect personal data of minors. Child-directed content, characters, or targeting is strictly prohibited. You shall implement reasonable age gates and comply with COPPA, the UK Children’s Code, and the GDPR provisions on children’s data.
9.1 End-User customer support is your responsibility
All customer support for End Users — including pre-sale questions, activation help, installation support, troubleshooting, refund handling, dispute resolution, complaints, carrier-coverage issues, Fair-Use block explanations, and any other End-User concern — is the sole responsibility of the Store Owner, at the Store Owner’s own cost. You shall publish clear support contact channels on the Storefront, respond to End Users within reasonable timeframes, and handle refunds and goodwill under your own customer terms.
Troveana does not provide free customer support to End Users. Troveana has no obligation to answer, route, escalate, or resolve any End-User enquiry, complaint, refund request, or support ticket. Troveana may, at its sole discretion and as a courtesy only, agree to handle up to one hundred (100) End-User support cases per calendar month per Store Owner that are either (a) expressly approved by Troveana in writing, or (b) escalated by Troveana’s own triage because they concern platform faults, carrier-side issues, or systemic Fair-Use questions that only Troveana can answer. Such courtesy handling is not a service commitment, may be withdrawn, reduced, or charged for at any time, does not create any contractual obligation, and does not shift End-User support responsibility away from the Store Owner. End-User cases above the 100-per-month allowance, or outside Troveana’s approved scope, may be refused or may be handled at a fee set by Troveana. Nothing in this Section makes Troveana the seller of record, a party to the End-User contract, or a support provider to End Users.
You shall not direct End Users to contact Troveana, publish Troveana contact details as support channels, represent Troveana as offering End-User support, or otherwise create an expectation that Troveana will respond to End Users. Any such misrepresentation is a material breach.
10. Wholesale price; retail pricing; unilateral price changes
10.1 Wholesale Price set by Troveana
Troveana sells products to you at the Wholesale Price published in the admin, product feed, or written pricing notice. The Wholesale Price is your cost of goods per unit sold.
Troveana may change the Wholesale Price at any time, for any or no reason, with or without prior notice. Troveana is under no obligation to justify, explain, negotiate, or discuss any price change with you, and you have no right to object to, challenge, or re-open negotiation on the basis of any Wholesale Price change. The price applicable to an order is the Wholesale Price in effect at the moment the order is placed. You waive any claim based on price volatility, increases, decreases, or margin compression caused by a price change. Your sole remedy if you disagree with a Wholesale Price change is to stop placing orders and to request termination of the account.
10.2 Retail Price fully set by Store Owner
You set your own Retail Price to End Users in your sole discretion. Troveana does not set, suggest, fix, cap, floor, or control the Retail Price. You may price any product at any amount — above, at, or below the Wholesale Price — and bear the full commercial consequence. You are solely responsible for (i) price-display and consumer-protection compliance in each jurisdiction, (ii) collecting and remitting VAT/GST/sales tax on retail sales, and (iii) publishing your own refund, cancellation, and chargeback terms.
10.3 Margin is yours
Any positive margin between Retail and Wholesale Price (after Payment Gateway fees, taxes, refunds, Chargebacks, and Fair-Use reversals) is yours. Any negative margin — where you sell below cost or incur losses — is entirely your risk. Troveana is under no obligation to make you whole for any shortfall.
10.4 No revenue share
This is a wholesale arrangement, not a revenue-share or affiliate program. Troveana does not take a percentage of your retail turnover beyond the Wholesale Price.
10.5 Tax
Unless stated otherwise, Wholesale Prices are exclusive of VAT and other applicable taxes. You are responsible for any tax on Troveana’s wholesale supply in your jurisdiction and for all tax on your retail sales to End Users.
11. Fair use — travelers only; heavy-user block
Troveana’s eSIM and connectivity products are designed and priced for short-term traveler use only. They are not a substitute for a local residential or business mobile subscription.
11.1 Scope
- Permitted: use by a visiting End User for the duration of a trip — browsing, maps, messaging, social, calls-over-data, and occasional tethering consistent with traveler use;
- Not permitted: use by a resident of the destination country, use as a primary home or business line, permanent local connectivity, continuous tethering as a primary internet connection, commercial redistribution, IoT/M2M, VPN-bank farming, crypto-mining, SIM-boxing, bulk SMS, fraud traffic, or any use exceeding ordinary traveler patterns.
11.2 Automatic detection and blocking
Troveana and its upstream carriers operate automated systems that detect patterns inconsistent with traveler Fair Use — excessive daily volume, sustained 24/7 connection, static-location persistence, tethering anomalies, abusive protocols, and local-residency signals. Where detected:
- Troveana or its carriers may throttle, suspend, or permanently block the affected eSIM or session, without prior notice to the End User or to you;
- The affected End User is not entitled to a refund from Troveana, and Troveana has no obligation to refund the Wholesale Price of the blocked product;
- You handle any End-User refund or support request directly under your own terms — at your cost and discretion — and shall not represent Troveana as responsible for the block.
11.3 Pass-through to End Users
You shall include, in your Terms of Sale and at checkout, a plain-language Fair-Use notice stating: (i) the product is for travelers, not local residents; (ii) heavy use, tethering abuse, or resident-style use may result in throttling, suspension, or permanent blocking without refund; (iii) the End User accepts these Fair-Use conditions as a condition of purchase.
11.4 Cooperation
You shall cooperate promptly with Troveana in investigating suspected Fair-Use breaches, providing order history, IP logs, End-User identifiers, and communication records to the extent lawful. Repeated Fair-Use abuse originating from your audience may result in suspension under Section 22.
12. Payment terms; threshold; fees; holdbacks; setoff
The flow between Troveana and you depends on the settlement model in the admin: (a) pre-paid wallet (Wholesale Prices deducted at order time); or (b) collected-settlement (Troveana collects from End User, deducts Wholesale Price, Payment Gateway fees, taxes, Chargeback reserves, and Fair-Use holds, and remits the net to you).
12.1 Minimum Payout Threshold (monthly $500 or $100 after three months)
Under the collected-settlement model, Troveana pays out on the earlier of two triggers:
- Monthly trigger: at the end of a calendar month, if your approved unpaid balance equals or exceeds USD 500, the eligible approved amount is released in the next payout cycle subject to Section 12.3;
- Three-month catch-up trigger: if your balance has not reached USD 500 for three (3) consecutive calendar months, Troveana will release the eligible approved amount in the payout cycle following the end of that third month, provided the approved unpaid balance is at least USD 100 at that time. Balances below USD 100 continue to roll forward until one of the two triggers is met or this Agreement is terminated.
For clarity: you do not need to request a payout — the relevant trigger is evaluated automatically at each month-end. If neither trigger is met, the balance rolls forward.
12.2 Aging period
No transaction is eligible for payout before it has aged at least 14 days from the transaction date, or such longer period as Troveana reasonably requires.
12.3 Outside payment date
Where the threshold is met and no hold applies, Troveana will pay the eligible balance on a date of its choice, no later than 40 days after month-end.
12.4 Payout method, currency, and bank costs
Payouts are made in the method and currency Troveana selects (typically USD). All costs of receiving the payout are borne by you — bank fees, intermediary/correspondent fees, SWIFT, FX spreads, wallet withdrawal fees, and any deductions by your receiving institution. Troveana is responsible only for sending the net approved amount; it is not responsible for anything lost, deducted, or withheld downstream.
12.5 Holdbacks and reserves
Troveana may hold back reasonable reserves from current or future payouts to cover expected refunds, Chargebacks, telecom reversals, Fair-Use reversals, fraud or regulatory exposure, or other contingent liabilities.
12.6 Setoff and netting
Troveana may offset, deduct, or net from any payout any amounts you owe (negative wallet, unpaid Wholesale Prices, indemnities, overpayments, losses).
12.7 Statement review
You must dispute any payout or wallet statement in writing within 15 days. After that, it is deemed accepted absent manifest error.
12.8 Proof of payout destination
Troveana will only pay to an account or instrument verified as belonging to your own legal or company name. Third-party, nominee, or mismatched-name payouts are refused.
13. AML, sanctions, and terror-financing compliance
You shall not engage in, facilitate, or benefit from money laundering, terrorist financing, proliferation financing, fraud, tax evasion, sanctions evasion, or any predicate offense under AML/CFT Laws, and shall cooperate fully with all AML checks, source-of-funds enquiries, sanctions screening, and investigations.
13.1 Suspension and withholding
If Troveana suspects, or is notified by any bank, processor, regulator, or authority of a suspicion, that you are or may be engaged in such activity, Troveana shall: (a) immediately suspend your account and Storefront; (b) freeze all pending and accrued unpaid balances; and (c) file any report required by law. Frozen balances shall be held subject to instructions from the competent UAE authority, regulator, or court, or otherwise dealt with in accordance with applicable UAE law.
13.2 No liability
Troveana and its officers, directors, employees, and agents have no liability to you for any suspension, freeze, report, or disclosure made in good faith under AML/CFT Laws or this Section.
14. Changes; your continuing consent to future updates
Troveana may modify, update, or remove any provision of this Agreement, any Policy, any commercial term, the Wholesale Price, the Minimum Payout Threshold, the payout method, the Payment Gateway, supported countries, supported products, Fair-Use thresholds, fees, Storefront features, or the platform at any time in its sole discretion, by notice through the platform, by email, or by posting the update — and in the case of Wholesale Price changes, without any notice as provided in Section 10.
You agree, in advance, to accept and be bound by any such future change. Continuing to use the Storefront, placing further orders, or failing to close the account within seven (7) days of notice is binding acceptance of the update. Your sole remedy if you disagree is to stop using the platform and request account termination.
15. Prohibited conduct
Any of the following is a material breach and grounds for immediate suspension, reversal, withholding, and termination:
- Fake, incentivized, or manipulated traffic; bots; click farms; lead laundering; fake accounts or referrals;
- Self-dealing, circular purchasing, or undisclosed related-party transactions;
- Misleading claims about coverage, speed, compatibility, refunds, installation, plan validity, roaming, or guarantees;
- Stolen cards, compromised wallets, synthetic identities, or suspicious payment methods;
- Brand bidding, impersonation, fake support pages, fake reviews, or concealment of the Store Owner–Troveana relationship where disclosure is required;
- Illegal, hateful, violent, obscene, discriminatory, defamatory, infringing, or otherwise harmful content or behavior;
- Reverse engineering, scraping, copying, benchmarking, resale outside the program, sublicensing, or supplier circumvention;
- Knowingly selling for non-traveler use or continuing to supply after notice of a Fair-Use breach;
- Breach of confidentiality, data misuse, sanctions violation, privacy violation, or ignoring Troveana’s written instructions;
- Any act or omission in violation of AML/CFT Laws, anti-bribery laws, or trade-sanctions regimes of the UAE, USA, UK, EU, or UN.
16. Data, tracking, third-party sharing, and international privacy laws
You acknowledge that Troveana operates tracking, analytics, attribution, session-recording, anti-fraud, risk-scoring, device-fingerprinting, activity-monitoring, and Fair-Use detection systems for operating the program, verifying transactions, monitoring activities, preventing fraud, enforcing Fair Use, pricing, improving services, training models, and complying with law.
16.1 Collection from any Storefront; use by Troveana and its partners
Troveana may collect, process, and retain data from any and every Storefront operated under this program, including data about your Storefront, your End Users, transactions, sessions, devices, and behavior, regardless of which Store Owner operates that Storefront. Such data may be used, reused, combined across Storefronts, anonymised, aggregated, analysed, and exploited by Troveana and by its partners (including affiliates, processors, upstream carriers, eSIM suppliers, Payment Gateways, cloud and fraud vendors, analytics vendors, auditors, legal advisors, banks, insurers, and commercial partners) for any lawful purpose, including but not limited to operating the platform, fraud prevention, pricing, product development, training of analytical and machine-learning models, benchmarking, market research, and the partners’ own business purposes.
All collection, processing, sharing, and reuse described in this Section will be carried out in compliance with applicable law, including: (i) the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021); (ii) the EU General Data Protection Regulation (GDPR); (iii) the UK GDPR and the UK Data Protection Act 2018; (iv) the California CCPA / CPRA and other applicable U.S. state privacy laws; and (v) any other applicable data-protection, ePrivacy, children’s-privacy (including COPPA and the UK Children’s Code), or telecom-marketing law. Where a transfer, use, or partner-sharing activity requires a lawful basis, contractual safeguards (such as Standard Contractual Clauses), a DPA, or a specific consent, Troveana will put those in place.
By using the platform, you consent — and warrant that you have obtained all necessary consents from your End Users — to the collection, processing, sharing, reuse, and partner-use described above.
16.2 Troveana tracking systems
Troveana operates its own tracking systems to monitor activities across the platform and Storefronts, including (without limitation) usage analytics, device fingerprinting, IP and geolocation signals, session recording, event logging, fraud telemetry, Fair-Use monitoring, conversion attribution, and anti-abuse systems. You consent to the operation of these systems on your Storefront and its customer-facing pages as a condition of participation, and shall not interfere with, disable, block, spoof, or otherwise circumvent them.
16.3 Store Owner tracking is limited to Troveana-allowed systems
You may only deploy tracking, analytics, tag-management, pixel, cookie, or advertising-measurement systems on your Storefront that Troveana has expressly approved or made available (for example, via a published allow-list of supported integrations such as Google Analytics, Meta Pixel, TikTok Pixel, Snap Pixel, or similar, each subject to Troveana’s approval). Deploying any tracking system not on Troveana’s allow-list is prohibited and is a material breach. Troveana may add, remove, or restrict approved tracking systems at any time. You are responsible for obtaining all consents required by applicable law for any tracking you deploy and for configuring the consent flow accordingly.
16.4 Privacy notice and End-User rights (your obligations)
You shall, at your own cost, maintain a lawful privacy notice, cookie banner, and End-User consent flow on the Storefront that complies with all the laws listed in Section 16.1. You shall honor all End-User rights requests (access, deletion, rectification, portability, opt-out of sale/share, limit use of sensitive data, Do Not Track / Global Privacy Control) and pass through to Troveana any request concerning data Troveana controls.
16.5 Ownership
As between the Parties, Troveana owns transaction records, fraud data, order-routing data, Fair-Use data, payout data, and platform analytics (subject to applicable privacy law). You own your pre-existing audience lists, your own End-User records (subject to End-User rights), and content you produce that is not derived from Troveana systems.
17. Brand assets; intellectual property; attribution
Each Party retains ownership of its pre-existing IP. Troveana and its licensors own the platform, software, storefront templates, order/fulfillment systems, analytics, trademarks, logos, catalog structures, product data (other than your pre-existing content), documentation, supplier integrations, know-how, and all improvements.
- Troveana grants you a limited, revocable, non-exclusive, non-transferable license during the Term to use Troveana-approved assets and Storefront materials solely for operating and promoting the Storefront in compliance with this Agreement;
- You grant Troveana and its affiliates a worldwide, royalty-free license during the Term and for 12 months thereafter to use your name, handle, likeness, logo, and approved materials to operate the Storefront, identify you as a participant, and market the program;
- You shall not register, claim, contest, or use any confusingly similar trademark, domain, social handle, or keyword incorporating Troveana’s marks.
17.1 “Powered by Troveana” attribution
Troveana has the right to display, and shall have control over, a “Powered by Troveana” (or equivalent) attribution — which may include text, a link to troveana.com, and/or the Troveana logo — in one or more locations on your Storefront, including without limitation the footer, checkout pages, order confirmation emails and pages, receipts, transactional messages, admin interfaces, and the Storefront’s meta tags or About pages. Troveana may enable, style, place, resize, link, update, or, at its sole discretion, remove or suppress the attribution at any time. You shall not hide, obscure, minimise, restyle, spoof, or remove the Troveana attribution by CSS, JavaScript, DOM manipulation, proxying, rendering tricks, or any other means. Removal, obscuring, or tampering with the attribution is a material breach of this Agreement.
18. Audit, monitoring, and evidence
Troveana may monitor your traffic sources, content, campaigns, audience quality, conversion and payment patterns, End-User Fair-Use patterns, technical implementation, and compliance. You shall cooperate with audits and investigations and promptly provide records, screenshots, invoices, ad-account access, traffic logs, and other requested materials. Failure to respond in time is itself a breach and may justify withholding, suspension, reversal, and termination.
19. Indemnification
You shall defend, indemnify, and hold harmless Troveana, its affiliates, and their respective directors, officers, employees, suppliers, processors, and agents from all third-party claims (including End-User claims), actions, liabilities, losses, judgments, settlements, penalties, fines, costs, and reasonable legal fees arising out of: (a) your breach of this Agreement or any Policy; (b) your content, promotions, paid media, customer terms, or failure to disclose; (c) your Retail Price, refund practices, or handling of End-User disputes; (d) your infringement, privacy violation, data misuse, unlawful marketing, spam, or regulatory non-compliance; (e) your fraud, negligence, willful misconduct, or Prohibited Conduct; (f) any taxes owed on your retail sales or payments received; and (g) any AML/CFT, sanctions, or terror-financing matter involving you or your End Users.
20. Waiver of claims; no monetary demands; no litigation
To the fullest extent permitted by UAE law, you irrevocably waive, release, and covenant not to sue Troveana, its affiliates, and their directors, officers, employees, shareholders, suppliers, processors, and agents for any claim, demand, action, suit, or request for damages, compensation, restitution, lost profits, lost opportunity, reputational harm, moral damages, or any monetary relief of any kind arising out of: (i) any suspension, restriction, rejection, termination, or non-approval; (ii) any withholding, delay, reduction, reversal, or forfeiture of balances or reserves; (iii) any change to the Agreement, a Policy, the platform, the Wholesale Price, the Payment Gateway, the Storefront, or the display of the “Powered by Troveana” attribution; (iv) any decision by Troveana to enable, disable, suspend, re-price, geofence, or remove any Package, platform-wide or for your Storefront specifically; (v) any Fair-Use throttling, suspension, or blocking of an End User and any resulting End-User refund demand; (vi) Troveana’s decision not to provide End-User customer support, to limit it to the monthly courtesy allowance, or to refuse or charge for support cases outside that allowance; (vii) any action taken in good faith under AML/CFT, sanctions, or fraud-prevention rules; or (viii) any loss of data, traffic, audience, domain, tracking, or commercial opportunity.
You shall not commence or participate in any lawsuit, class action, arbitration, or regulatory complaint seeking monetary relief from Troveana on any of the above. Your sole and exclusive remedy for any dissatisfaction is to cease using the platform and request account termination. To the extent any claim cannot be waived under mandatory UAE law, Troveana’s aggregate liability is capped under Section 21.
21. Disclaimer; limitation of liability
The Storefront, platform, products, and related services are provided “AS IS” and “AS AVAILABLE.” Troveana disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, carrier coverage, error-free tracking, or availability of any specific plan, supplier, feature, language, domain, or payment rail. To the fullest extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages or for lost profits, goodwill, or business opportunity. Troveana’s aggregate liability shall not exceed the total Wholesale Price amounts actually paid by you during the three (3) months immediately preceding the claim, or USD 100, whichever is lower.
22. Term; suspension; termination without cause or explanation
This Agreement begins on the Effective Date and continues until terminated. Troveana may, at any time in its sole and absolute discretion, reject an application, suspend the account, or terminate this Agreement with immediate effect, with or without notice, and without reasons. No such action gives rise to any right of action, compensation, damages, or other remedy, and you expressly waive any such right under Section 20.
- Termination for cause may include breach, Prohibited Conduct, Fair-Use abuse from your audience, AML/CFT or sanctions issues, failed compliance screening, fraud risk, legal complaint, processor or supplier objection, Chargeback spike, reputational event, or any conduct creating material risk;
- You may terminate on 30 days’ written notice but remain responsible for all pre-termination obligations, unpaid Wholesale Prices, and related liabilities;
- On suspension or termination, Troveana may deactivate the Storefront, remove subdomains, disable custom-domain routing, and cease use of your marks.
23. Effect of termination; final payouts
- All rights granted to you end immediately, and you shall stop using Troveana marks, admin, and confidential materials;
- Troveana may continue processing refunds, Chargebacks, support, fraud investigations, and telecom reversals;
- Any final payout remains subject to the Minimum Payout Threshold in Section 12.1 (USD 500 monthly or USD 100 after three months) unless waived in writing, and subject to reserves, setoff, Chargebacks, Fair-Use reversals, disputes, and compliance review;
- Troveana may withhold final payouts up to 90 days after termination, or longer where processor rules, legal process, AML/CFT review, unresolved claims, or expected reversals reasonably require;
- If your account is negative after reversals, offsets, or claims, you shall reimburse Troveana within 10 days of demand;
- Sections 13, 16, 17, 19, 20, 21, 24, and any clause that by its nature should survive, do survive termination.
24. Confidentiality
You shall keep confidential and not disclose any non-public business, technical, commercial, legal, financial, security, supplier, customer, Wholesale Price, payout, anti-fraud, roadmap, or operational information received from Troveana (“Confidential Information”), and use it only to perform under this Agreement. The obligation survives termination for five (5) years. If disclosure is legally compelled, give Troveana prompt notice (to the extent lawful) and cooperate in seeking protective treatment.
25. Governing law; jurisdiction
This Agreement, its formation, performance, and any non-contractual obligations are governed by the federal laws of the United Arab Emirates and, to the extent not covered by federal law, the laws of the Emirate of Dubai (including the rules of the free zone in which Troveana is licensed), without reference to conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the competent UAE courts (or the free-zone courts or arbitration center designated by Troveana’s license) for any dispute not otherwise barred by Section 20. Nothing limits Troveana’s right to seek injunctive or equitable relief in any competent court to protect its IP, confidentiality, or AML compliance.
26. Independent contractor; taxes
You are an independent merchant and contractor, not an employee, worker, agent, franchisee, partner, or fiduciary of Troveana, and have no authority to bind Troveana. You are solely responsible for all taxes (including UAE VAT where applicable and all retail-side taxes in every jurisdiction where you sell), duties, filings, social contributions, permits, licenses, and registrations arising from your business and receipt of payments, except taxes imposed on Troveana’s net income.
27. Miscellaneous
- Assignment: you may not assign without Troveana’s prior written consent; Troveana may assign freely to an affiliate, successor, acquirer, or financing party;
- Notices: notices to you go to the email or in-platform inbox on file; notices to Troveana go to the registered office and to [email protected];
- Entire agreement: this Agreement, the Policies, the published Wholesale Price schedule, and any commercial schedule are the entire agreement on the subject matter;
- No waiver: no failure to enforce is a waiver; waivers only effective in writing;
- Severability: if any provision is unenforceable, the remainder stands and the invalid provision is interpreted as closely as possible to its commercial purpose;
- Language: English executed; any Arabic translation is for convenience and the English version prevails to the extent permitted by UAE law;
- Force majeure: Troveana is not responsible and not liable for any delay, failure, loss, damage, or interruption caused by events beyond its reasonable control, including but not limited to war, armed conflict, terrorism, civil unrest, riots, cyberattacks, internet or telecommunications outages, carrier or supplier failures, Payment Gateway outages, bank outages, sanctions or export-control actions, government or regulatory action, strikes, labour disputes, embargoes, blockades, natural disasters, earthquakes, floods, fires, severe weather, pandemics, epidemics, public-health emergencies, power failures, or any other act of God or event outside Troveana’s reasonable control. During any such event, Troveana’s obligations are suspended for the duration of the event, and neither Party is liable for any resulting delay or non-performance; your right of termination and remedies in this Agreement are not expanded by any such event.