Terms of Service
Effective Date: March 01, 2025
LUUP LLC Fz (“LUUP”) operates a Customer Commerce Platform (the “LUUP Platform”) provided to third-party brands (“Brand” or “Brands”) on a white-label basis. The LUUP Platform enables Brands to transform their customers into Micro-Sellers, who earn Royalties for driving tracked sales.
Unlike traditional ambassador, influencer, or affiliate schemes, LUUP structures compounding word-of-mouth advocacy into a measurable, always-on sales channel, managed end-to-end by LUUP’s Success Managers.
1.1 Brand Content: The Brand may supply creative assets, product data, copy, images, and other material (“Brand Content”) for use in campaigns. The Brand warrants it has all rights to use and share such content and remains solely responsible for its accuracy and compliance. LUUP obtains no ownership in Brand Content.
1.2 Micro-Seller Content: Micro-Sellers may generate authentic content (reviews, photos, videos, etc.) (“Micro-Seller Content”). LUUP obtains a sublicensable, royalty-free licence under LUUP’s Micro-Seller Terms. LUUP grants the Brand the right to use Micro-Seller Content for its marketing, subject to applicable law.
2.1 Data Ownership: All customer data (including name, email, order details, and purchase history) from sales driven by Micro-Sellers is owned by the Brand. Customers always check out directly on the Brand’s website.
2.2 LUUP’s Role: LUUP does not process or store sensitive payment data such as credit card details. LUUP only processes tracking data (clicks, referrals, attribution) and aggregated sales/royalty reporting required to operate the Platform.
2.3 Royalties Wallet: Micro-Seller Royalties are administered through LUUP’s wallet system, which is managed and powered by LUUP’s partner Everflow. This ensures tracked sales are attributed accurately and that royalties are held, allocated, and paid transparently.
2.4 Privacy Compliance: Each party is an independent controller of personal data it processes. Both parties must comply with applicable data-protection laws including UK GDPR/EU GDPR. LUUP will notify affected users and regulators within 72 hours of becoming aware of a data breach affecting its processing. LUUP’s Privacy Policy is available at [www.luup.com/privacy].
The LUUP Platform is not self-service. All onboarding, missions, campaign setup, optimisation, and reporting are managed by a dedicated LUUP Success Manager.
The Brand agrees to collaborate with LUUP to define and approve mission budgets (monetary allocations used to reward and engage Micro-Sellers and customers). These budgets are necessary for LUUP to run campaigns effectively, and no mission activity will be undertaken without prior agreement of budget between the Brand and LUUP.
4.1 LUUP IP: LUUP owns the LUUP Platform software, technology, analytics, architecture, design, the concept of Customer Commerce, compounding royalty structures, and all associated intellectual property rights.
4.2 LUUP Proprietary Data: The LUUP network of Micro-Sellers, their identities and contact information, and all analytics, usage data, and performance statistics constitute LUUP’s confidential trade secrets. The Brand may engage outside the Platform with Micro-Sellers it originally invited, or with customers already known to it before joining LUUP, but otherwise such data remains LUUP’s property.
4.3 Brand IP: The Brand retains ownership of its Brand Content, trademarks, logos, and all associated intellectual property. Nothing in this Agreement transfers Brand IP to LUUP.
4.4 Micro-Seller Content: Rights are retained by Micro-Sellers subject to licences granted under Section 1.2.
4.5 Restrictions: Neither party may use the other’s intellectual property except as expressly licensed in this Agreement. Any unauthorised use is prohibited.
LUUP grants the Brand a limited, non-exclusive, revocable licence to use the LUUP Platform for its own Brand Program during the Term. The Brand may not sublicense, reverse engineer, resell, or otherwise misuse the Platform.
The LUUP Platform and services are provided “as is”. LUUP disclaims warranties of uninterrupted service, merchantability, or fitness for purpose. The Platform depends on third-party integrations and app-store approvals, which may be changed or withdrawn outside LUUP’s control.
Neither party is liable for indirect, incidental, or consequential damages. LUUP’s aggregate liability will not exceed the fees paid by the Brand in the 6 months prior to the claim, except for fraud or wilful misconduct.
9.1 LUUP Indemnity: LUUP will defend and indemnify the Brand against third-party claims alleging that the LUUP Platform (when used in compliance with this Agreement) infringes such third party’s IP rights, provided LUUP controls the defence and the Brand cooperates.
9.2 Brand Indemnity: The Brand will defend and indemnify LUUP against claims arising from (i) Brand Content; (ii) the Brand’s Program policies; (iii) the Brand’s use of Micro-Seller Content; or (iv) non-compliance with laws, except to the extent covered by LUUP’s indemnity above.
10.1 LUUP Confidential Information: Includes the LUUP Platform software, technology, pricing, analytics, proprietary data, and Micro-Seller identities (except those invited by the Brand).
10.2 Brand Confidential Information: Includes Brand Content, campaign strategies, customer data, and any other non-public business information provided by the Brand.
Both parties agree not to disclose each other’s Confidential Information except as required by law, and to use it only for the purposes of the Agreement.
12.1 Governing Law: This Agreement is governed by English law.
12.2 Arbitration: Any dispute shall be resolved by ICC arbitration in London under ICC Rules. Each party appoints one arbitrator, and the ICC appoints a third. The language is English. Interim relief may be sought in courts without waiving arbitration.
Sections on Intellectual Property, Data, Confidentiality, Fees & Royalties, Indemnification, Limitation of Liability, Governing Law, Arbitration, and Amendments survive termination.
LUUP may update these Terms with notice through the LUUP Platform or by email. Updates take effect at the start of the next Term unless otherwise stated. Continued use of the LUUP Platform constitutes acceptance.
Success Manager: LUUP staff member dedicated to managing the Brand’s campaigns..
For any questions about these Terms, please contact us at:
hello@luup.com
Thank you for using LUUP.
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