1. Eligibility – Legal & Registered Businesses Only

Only businesses that operate legally and are properly registered (where registration is required by law) may participate as vendors on UniGrat.

• UniGrat's right to investigate: UniGrat may investigate any vendor to verify legality, registration, and compliance with these rules.
• UniGrat's right to remove: UniGrat may suspend or remove any vendor that conducts illegal activities or carries out activities not allowed by the government or relevant authorities in their jurisdiction.
• Vendor profile approval: Vendor profiles must be approved by UniGrat before they are published and visible to users.

All vendors must comply with laws and regulations applicable to their industry and location. Activities not permitted by government or regulation are prohibited on the platform.

2. Business-Funded Rewards

Rewards on UniGrat are business-funded incentives:

• Rewards are funded by you (the vendor) as a business expense
• Rewards are NOT a payment instrument or financial service
• You control reward amounts and eligibility criteria
• Rewards must be tied to real business value

3. Voluntary Participation

Participation in rewards and sales rewards is voluntary and vendor-controlled. You decide whether to offer rewards to customers and whether to provide sales rewards to introducers. You have full control over the amounts and terms of your rewards.

4. Setting Rewards & Sales Rewards

As a vendor, you have the authority to:

• Set loyalty reward amounts for customer purchases
• Decide whether to offer sales rewards (introduction rewards)
• Determine reward rates and distribution models
• Specify custom distribution structures (if desired)

If no custom model is specified, UniGrat's default model applies. You can modify your settings at any time, subject to the 7-day review period for existing transactions.

5. Seven-Day Review Period

You have 7 calendar days from when a reward is created to:

• Confirm delivery of service or product
• Confirm quality of service
• Cancel or dispute pending rewards
• Provide proof if requested by users

During this period, all rewards remain pending, and you are not billed. This gives you time to verify transactions and ensure service quality before committing to payment.

6. Lock-In on Day Eight (8)

On Day 8, the following occurs:

• You can no longer cancel pending rewards
• Pending amounts become billable to you
• Rewards are finalized
• You are invoiced for the confirmed amounts

After lock-in, calculations are final and cannot be reversed except in cases of fraud or system error.

7. UniGrat Fees

Before distribution, UniGrat deducts applicable fees, which may include:

• Fixed platform fee: $0.25 per transaction
• Variable platform fee: 1% of transaction amount
• Payment processing fees: As charged by payment processors
• Applicable VAT or sales taxes: As required by law

Fees vary by jurisdiction and payment method. You will receive detailed invoices showing all applicable fees and deductions.

8. Network Reward Sharing (15%)

Important: The allocation rules depend on whether the customer is connected to a referral network:

• If customer has upline referrers: 15% of all customer rewards is automatically allocated to their network uplines
• If customer has no upline referrers: Customer keeps 100% of rewards (no allocation deducted)
• When uplines exist, this applies in all cases, including when you also pay separate sales rewards
• This rule cannot be opted out of when uplines exist
• The 15% allocation is calculated before any other distributions (when applicable)

This ensures that referral networks are properly compensated for customer introductions when they exist, regardless of whether you offer additional sales rewards.

9. Sales Reward Distribution

If you choose to provide a separate sales reward (introduction reward), it is distributed after UniGrat feesas follows:

• Tier 1 (Direct introducer): 20%
• Tier 2 (Indirect introducer): 20%
• Tier 3 allocation: 60%

Distribution is limited to a maximum of two (2) uplines. This structure incentivizes network growth while maintaining fairness.

10. Cross-Referral Tracking

Customers may declare which introducer referred them to your business when generating QR codes for transactions. This referral information:

• Is included in the customer's QR code and transaction data
• Is processed by our system to calculate sales rewards
• Does not affect the reward amount you offer to customers
• Does not change your obligations or fees

Vendor Responsibilities:

• You do not need to validate or verify referral declarations - this is handled by the system
• You do not need to manually track or record referral information - it's captured automatically
• When you scan a customer's QR code, the referral data is automatically included in the transaction
• Sales rewards are calculated and processed separately by our system

Referral-based rewards are handled entirely by our platform. You are only responsible for confirming transactions and paying the rewards you have committed to, as outlined in this agreement.

11. Vendor Obligations

As a vendor, you agree to:

• Provide honest and quality services to customers
• Respond promptly to confirmation requests within the 7-day window
• Pay invoices for confirmed rewards in a timely manner
• Maintain accurate records of transactions and services provided
• Comply with all applicable laws and regulations
• Not engage in fraud, abuse, or manipulation of the system
• Ensure rewards are tied to real business value

12. Compliance & Audit

To maintain platform integrity:

• Rewards must be tied to real business value - if a reward cannot be clearly tied to real business value, it must not be payable
• UniGrat maintains event-level and transaction-level audit logs
• UniGrat reserves the right to suspend or reverse rewards in case of fraud or misuse
• Verification and audit requirements may apply

13. Billing & Payment

You will be billed for:

• Confirmed rewards paid to customers
• Confirmed sales rewards (if provided)
• UniGrat platform fees
• Payment processing fees

Invoices will be sent to you after the 7-day review period expires and rewards are confirmed. Payment terms and methods will be specified in your vendor account settings.

14. Account Suspension & Termination

UniGrat reserves the right to suspend or terminate your vendor account if:

• You fail to pay invoices in a timely manner
• Fraud or abuse is detected
• You violate this Vendor Agreement
• You provide poor quality services or engage in deceptive practices
• You fail to respond to confirmation requests repeatedly
• Misrepresentation or artificial engagement is suspected
• Your business is illegal or unregistered (where registration is required)
• Your business conducts activities not permitted by government or relevant authorities
• Your vendor profile was rejected or removed following review (see Section 1)

Account suspension may result in loss of access to the platform and may affect pending transactions. Outstanding invoices remain due regardless of account status.

15. Dispute Resolution

UniGrat acts as a neutral technology platform. We maintain authoritative system records and provide tools for dispute resolution. However, we do not arbitrate private disputes between vendors and customers unless legally required. Both parties are encouraged to resolve disputes directly during the 7-day review period.

16. Changes to Agreement

UniGrat reserves the right to modify this Vendor Agreement at any time. Material changes will be notified to vendors via email or platform notification. Continued participation after changes constitutes acceptance of the modified agreement.