Last updated: 16/09/2026

These Online Terms apply to the Pulse Encore Programme made available by Pulse Global Limited (Company Registration No. 66950887) ("Pulse") and form part of the Pulse Encore Reseller Agreement between Pulse and each Reseller.

These Online Terms comprise the following:

• Part A – Common Terms
• Part B – Encore Reseller Module Terms
• Part C – Data Processing Addendum

PART A – COMMON TERMS

1.INTRODUCTION

1.1These Common Terms set out the general terms and conditions applicable to the Pulse Encore Programme as made available to Resellers.

2.DEFINITIONS AND INTERPRETATION

2.1In this Agreement, unless the context requires otherwise:

2.2In this Agreement, unless the context requires otherwise:

(a)words importing the singular number shall include the plural and vice versa;

(b)words importing any particular gender shall include all other genders;

(c)references to persons shall include bodies of persons whether corporate or incorporate;

(d)references to any Clause, Sub-clause, Schedule or Appendix are to a clause, sub-clause, schedule or appendix (as the case may be) of or to this Agreement;

(e)references to any statute or statutory provision include any modification, consolidation, re-enactment or replacement of that statute or statutory provision, and all subsidiary legislation made under it; and

(f)Clause headings are for ease of reference only and do not affect interpretation.

3.ORDER OF PRECEDENCE AND CHANGES TO ONLINE TERMS

3.1In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply:

(a)any addendum or written amendment signed by the Parties;

(b)the Order Form; and

(c)the Online Terms.

3.2In the event of conflict or inconsistency between the parts of these Online Terms, the following order of precedence shall apply:

(a)the Encore Reseller Module Terms;

(b)the Data Processing Addendum, to the extent Pulse processes personal data on behalf of Reseller; and

(c)these Common Terms.

3.3Pulse may update these Online Terms (including any Schedule, Addendum or Data Processing Addendum forming part of them) from time to time. Pulse will provide notice of any material change and such change will take effect from the date specified in the notice. Non-material amendments may take effect upon the date of posting. Reseller's continued participation in the Encore Programme after that date constitutes acceptance of the amended Online Terms. If Reseller does not agree to an amendment, its sole remedy is to discontinue its participation in the Encore Programme and terminate this Agreement in accordance with its terms.

3.4The Publisher Brief is an operational activation document only. It does not form part of the Agreement, does not amend the Agreement and is not subject to the order of precedence in this Clause 3. If a Publisher Brief is inconsistent with the Agreement, the Agreement prevails and Pulse may require the Publisher Brief to be corrected before activation.

4.PROVISION OF THE ENCORE PROGRAMME

4.1Pulse shall provide the Encore Programme to Reseller in accordance with this Agreement.

4.2Under the Encore Programme, Pulse shall be responsible for:

(a)onboarding Reseller to the Encore Programme;

(b)providing reasonable integration guidance to Reseller in respect of the agreed Integration Option(s);

(c)sourcing, curating and configuring Advertiser Offers;

(d)intelligently selecting, ranking and rotating eligible Advertiser Offers for Placements based on available performance data, transaction context, predicted relevance, conversion performance, commercial value, eligibility, availability and other optimisation signals;

(e)rendering Placements via the Reseller Systems, Merchant Sites (where applicable), the Redemption Page and/or other Placement surfaces approved under the applicable Order Form, in accordance with the applicable Publisher Brief and Documentation;

(f)hosting, operating and maintaining the Redemption Page or any other Pulse-hosted Placement surface, where applicable under the applicable Order Form;

(g)tracking and attributing verified redemptions;

(h)preparing reports or statements in accordance with this Agreement; and

(i)paying Reseller any amounts due under the commercial terms specified in the Order Form in accordance with this Agreement.

5.RESELLER RESPONSIBILITIES

5.1Reseller shall:

(a)integrate and maintain the agreed Integration Method(s) across the Reseller Systems in accordance with the Documentation and Pulse's instructions;

(b)provide Pulse with accurate and complete onboarding, business, technical, tax, payout and contact information;

(c)identify, contract with, onboard, enable and manage Merchants' participation in the Encore Programme, including (i) procuring all rights, consents and authorisations from each Merchant necessary for Pulse to provide the Encore Programme in respect of that Merchant, (ii) completing and submitting one accurate Publisher Brief for each Merchant before activation, and (iii) notifying Pulse promptly of any change to the Merchant information contained in the Publisher Brief;

(d)ensure that Placements are made available only via the Reseller Systems, Merchant Sites and Placement surfaces approved under this Agreement;

(e)not alter, obscure, delay, interfere with, circumvent, disable, manipulate or otherwise affect any Placement, Advertiser Content, tracking link, attribution mechanism, redemption validation process, Integration Method or the link, QR code or redirect mechanism to the Redemption Page, except to the extent expressly permitted by Pulse in writing;

(f)promptly notify Pulse of any change to the Reseller Systems, Reseller's onboarding process, or any change of which Reseller becomes aware to a Merchant Site, receipt format, checkout journey, confirmation-page structure, webhook event or other technical configuration which may affect the Encore Programme;

(g)ensure that its own operations, and use commercially reasonable efforts to ensure that its Merchants' operations, comply with applicable laws, including applicable consumer protection, advertising, e-commerce and Data Protection Laws, so far as relevant to participation in the Encore Programme;

(h)handle and resolve its own customer service issues, and ensure that each Merchant handles and resolves that Merchant's own customer service issues, relating to the Merchant's products, services, checkout, payment, order fulfilment and order confirmation;

(i)provide Pulse with such cooperation, information and access as Pulse may reasonably require to provide the Encore Programme;

(j)comply with, and not put Pulse in breach of, any terms and conditions of any Advertiser, Advertiser network, service provider, operating partner or other third party which Pulse has notified to Reseller and which are relevant to Reseller's participation in the Encore Programme;

(k)ensure that each Merchant is given reasonable notice, in a form and manner Reseller determines, that (i) Placements are provided by or in partnership with Pulse, and (ii) where Consumers are directed to, or a Placement is hosted on, the Redemption Page or another Pulse-hosted Placement surface, that such surface is hosted and operated by Pulse;

(l)ensure that prior to any Merchant participating in the Encore Programme, such Merchant is bound by written terms which are no less protective of Pulse than the applicable provisions of this Agreement and which contain all pass-through terms specified by Pulse in the Documentation;

(m)ensure that neither Reseller nor any Merchant makes any false, misleading, deceptive or unauthorised statement concerning Pulse, the Encore Programme, any Placement, Advertiser Offer or the availability of any consumer benefit;

(n)ensure that, where the Encore Programme is referenced in any terms, notices or communications provided to Merchants or other persons, Pulse is identified solely as the provider of the Encore Programme and is not stated or implied to be responsible for the Merchant's products, services, payments, fulfilment, refunds, returns or customer support;

(o)be solely responsible for handling and resolve, and ensure that each Merchant is responsible handling and resolving, any complaint, claim, investigation, regulatory enquiry or dispute relating to a Merchant, the Merchant's products or services, or the Merchant's participation in the Encore Programme, and promptly notify Pulse of any such matter that may adversely affect Pulse or the Encore Programme; and

(p)be responsible for monitoring and managing its Merchants' participation in the Encore Programme and ensure that its Merchants do not generate, procure, encourage or permit any artificial, fraudulent, non-genuine, bad-faith or inflated transactions, impressions, clicks, redemptions, referrals or other activity, or otherwise take any action intended to manipulate, distort or improperly increase any amount payable or other compensation under this Agreement.

5.2Merchants and the Reseller-Merchant relationship:

(a)Each Merchant is a customer of Reseller and not a party to this Agreement. Pulse has no direct contractual relationship with, and is not concerned with, nor responsible for any agreement between Reseller and a Merchant, including the commercial terms of that agreement and whether or to what extent Reseller shares or allocates any amount received from Pulse, or any other amount, with a Merchant. Such matters are entirely between Reseller and the relevant Merchant, and Pulse assumes no responsibility or liability in respect of them.

(b)Reseller is solely responsible for identifying, contracting with, onboarding, enabling and managing its Merchants, and for the accuracy and completeness of any information Reseller provides to Pulse concerning a Merchant, including Merchant identity, MCC, Reseller merchant/service identifiers, Integration Option, Integration Method and Placement details contained in each Publisher Brief.

(c)Pulse shall not be liable to any Merchant in connection with the Encore Programme or this Agreement. Reseller shall ensure that its Merchants do not bring any claims against Pulse arising out of or in connection with the Reseller-Merchant relationship, the Encore Programme or this Agreement, without prejudice to Reseller's indemnification obligations under Clause 9.

(d)Pulse may request that Reseller suspend or remove a Merchant's participation in the Encore Programme where Pulse reasonably believes that Merchant poses a fraud, legal, reputational, commercial, regulatory or brand-safety risk, or where Pulse reasonably believes that the Merchant has failed to comply with any requirements relating to Merchants under this Agreement. Reseller shall promptly comply with any such request.

(e)Reseller shall be responsible for the acts and omissions of its Merchants in connection with the Encore Programme as if such acts and omissions were those of Reseller.

(f)Neither Reseller nor any Merchant shall represent that it acts on behalf of Pulse or has authority to bind Pulse, or make any representation, warranty or commitment on Pulse's behalf.

(g)Reseller shall ensure that its agreements with Merchants contain provisions sufficient to enable Reseller to comply with this Agreement and to enforce the applicable obligations of Merchants relating to the Encore Programme.

(h)Reseller shall not onboard or permit participation by any Merchant that Reseller knows or ought reasonably to know engages in unlawful, fraudulent, misleading, deceptive or unethical business practices.

5.3Reseller shall not use the Encore Programme, any Integration Method, Advertiser Content or Placement in any manner which:

(a)is unlawful, fraudulent, misleading or deceptive, including generating artificial, non-genuine or bad-faith transactions, impressions, clicks, redemptions or other activity intended to increase any amount payable or compensation under this Agreement;

(b)infringes any Intellectual Property Rights or other rights of any third party;

(c)interferes with the operation, security or integrity of the Encore Programme or any platform, systems, software or technology used by Pulse to provide the Encore Programme, including the Redemption Page;

(d)circumvents or manipulates attribution, tracking, reporting or redemption validation;

(e)causes Pulse to breach any obligation owed to an Advertiser, service provider or regulator; or

(f)is otherwise inconsistent with this Agreement.

6.INTELLECTUAL PROPERTY RIGHTS

6.1Pulse owns all rights, title and interest in and to the Encore Programme, the Redemption Page, the SDKs, APIs, Documentation, software, platform, algorithms, matching logic, configurations, workflows, report templates, know-how and other technology or materials developed or provided by Pulse, and all modifications, enhancements, improvements, adaptations, configurations, extensions, translations and derivative works thereof.

6.2Reseller shall not acquire in any way any title, rights of ownership or Intellectual Property Rights of whatever nature in the materials described in Clause 6.1. Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to Pulse to be transferred or assigned to Reseller, any Merchant or any third party.

6.3Subject to this Agreement, Pulse grants Reseller a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to use the Integration Method and Documentation solely to integrate and enable Placements via the Reseller Systems and, where applicable, to support Merchants' use of Integration Option 2, in each case in accordance with this Agreement. Reseller shall not permit any Merchant to access, use or receive any Pulse technology, Documentation or other materials except to the extent reasonably necessary for the relevant Integration Option and subject to terms consistent with this Agreement.

6.4Reseller grants Pulse a limited, non-exclusive, royalty-free licence:

(a)during the Term, to use, reproduce and display Reseller's name, trade marks, logos and other brand assets solely to the extent necessary to configure, render, attribute, report on, operate and support Placements and the Encore Programme; and

(b)during and after the Term, to use Reseller's name and trade marks in Pulse's marketing materials and proposals, to showcase Reseller as a partner of the Encore Programme.

6.5Where the configuration, rendering or support of a Placement for a particular Merchant requires the use of that Merchant's name, logo or other brand assets, Reseller shall be responsible for procuring all rights necessary for Pulse to use such Merchant name, logo or brand assets for that purpose, and warrants that it has done so in accordance with Clause 5.1(c).

6.6Reseller acknowledges that Advertiser Content remains the property of the relevant Advertiser or its licensors, and Reseller receives no rights in Advertiser Content except the right to display such Advertiser Content as configured by Pulse under this Agreement.

6.7Reseller shall not copy, modify, reverse engineer, decompile, disassemble, scrape, extract or create derivative works from the Encore Programme, the Redemption Page, or any platform, software, systems or technology used by Pulse to provide the Encore Programme, the Integration Method, Advertiser database or any other technology or materials of Pulse, except to the extent expressly permitted by this Agreement.

6.8Any feedback, suggestions or recommendations provided by Reseller in relation to the Encore Programme or any Placement may be used by Pulse without restriction and without any obligation to Reseller, provided that Pulse shall not disclose Reseller's Confidential Information in doing so.

6.9Reseller shall ensure that its agreements with Merchants contain provisions sufficient to require each Merchant to comply with the restrictions and obligations applicable to Merchants under this Clause 6, and to enable Reseller to enforce such obligations against the Merchant.

7.DATA PROTECTION

7.1Each Party shall comply with its obligations with respect to the processing of personal data as set out in the Data Processing Addendum in Part C.

7.2Without prejudice to its obligations set out in the Data Processing Addendum, the Parties acknowledge and agree that:

(a)they will each comply with all applicable Data Protection Laws in connection with the performance of this Agreement;

(b)Reseller is responsible for its collection, use and disclosure of personal data through the Reseller Systems, and shall ensure that Merchants are responsible for their collection, use and disclosure of personal data through the Merchant Sites;

(c)each Party acts as an independent controller in respect of personal data which it processes for its own purposes;

(d)where Pulse processes personal data made available by or on behalf of Reseller for the purposes of rendering Placements, attribution, reporting, fraud prevention, support or operating the Encore Programme, Reseller shall act as controller and Pulse shall act as processor, and the Parties shall comply with the Data Processing Addendum in Part C;

(e)where a Consumer submits personal data directly to Pulse via the Redemption Page or another Pulse-hosted Placement surface identified in the applicable Order Form or Publisher Brief, Pulse acts as an independent controller in respect of that personal data, processes it in accordance with Pulse's own privacy notice made available on the relevant surface, and such processing falls outside the scope of the Data Processing Addendum; and

(f)Reseller shall ensure that it, and each Merchant, has obtained all notices, consents, authorisations and other legal bases required under applicable Data Protection Laws to enable Pulse, its Affiliates, service providers, sub-processors, Advertisers and Advertiser networks to process any personal data made available to Pulse for the purposes contemplated by this Agreement, including the display of Placements and the operation of the Redemption Page.

(i)if Reseller becomes aware that any Merchant no longer has the necessary rights, permissions, consents or other lawful basis referred to in Clause 7.2(f), Reseller shall promptly take appropriate steps to remedy the issue and where necessary, suspend the provision of the relevant personal data to Pulse until the issue is remedied.

7.3Each Party shall notify the other without undue delay upon becoming aware of a personal data breach affecting personal data processed in connection with this Agreement and shall provide reasonable cooperation in investigating, mitigating and remediating the breach. For the avoidance of doubt, where Pulse processes personal data on behalf of Reseller, the notification obligations in the Data Processing Addendum shall apply, and where Pulse processes personal data as an independent controller under Clause 7.2(e), Pulse shall comply with its obligations as a controller under applicable Data Protection Laws.

8.REPRESENTATIONS AND WARRANTIES

8.1Each Party warrants and represents to the other Party that it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2Reseller represents, warrants and undertakes to Pulse as follows:

(a)it owns or has sufficient rights to operate the Reseller Systems;

(b)it has obtained, and will maintain for so long as the relevant Merchant participates in the Encore Programme, all rights, consents and authorisations from that Merchant necessary for Pulse to provide the Encore Programme in respect of that Merchant, including the display or making available of Placements on any applicable Merchant-controlled surface and the inclusion of any QR code, link or other redirect mechanism to a Pulse-hosted Placement surface, in each case as contemplated by the applicable Order Form, Publisher Brief or Documentation;

(c)its arrangements with each Merchant are not inconsistent with, and do not conflict with, this Agreement;

(d)all information provided to Pulse from time to time (including information concerning a Merchant and information in a Publisher Brief, including the Merchant's MCC) is true, accurate, complete and not misleading, and that Pulse is entitled to rely on such information until Pulse receives written notice of any change from Reseller;

(e)Reseller will comply with the terms of this Agreement and all applicable laws, regulations, orders and directions from any competent authority in relation to the use and integration of the Encore Programme;

(f)Reseller will supply Pulse on request any documentation or other information regarding the Reseller Systems, Merchants, Consumers or relevant transactions that Pulse may require from time to time in connection with Pulse's obligations under, and in compliance with, applicable laws and regulations;

(g)Reseller has obtained all consents, permissions, approvals and authorisations required for its participation, and for each Merchant's participation, in the Encore Programme in accordance with this Agreement;

(h)Reseller is not aware of any investigation, enforcement action, sanction, suspension or other circumstance affecting itself or any participating Merchant that would reasonably be expected to adversely affect the Encore Programme or expose Pulse to legal, regulatory or reputational risk; and

(i)the acts, omissions, products, services and business practices of Reseller and each participating Merchant comply with applicable laws and will not reasonably be expected to expose Pulse to legal, regulatory or financial liability.

8.3Pulse represents and warrants to Reseller that:

(a)it will perform its obligations under this Agreement in a professional and workmanlike manner and in accordance with generally accepted industry standards; and

(b)it will comply with laws and regulations as are applicable to Pulse and/or its obligations hereunder, including in respect of its operation of the Redemption Page.

8.4Reseller acknowledges and accepts that:

(a)the Encore Programme, Placements, the Redemption Page and internet-delivered services used to provide the Encore Programme may not be uninterrupted, error-free or free from vulnerabilities;

(b)Pulse does not guarantee any minimum number of impressions, clicks, redemptions, Consumers, Merchants, Advertisers, Advertiser Offers or any commercial amount payable to Reseller, unless expressly stated as a Minimum Guarantee in the Order Form;

(c)Advertiser Offers may be subject to Advertiser terms, availability, eligibility criteria, exclusions, and redemption conditions;

(d)Pulse has no contractual relationship with any Merchant and assumes no responsibility or liability arising out of or in connection with any agreement, arrangement or dispute between Reseller and any Merchant;

(e)Pulse does not control, and is not responsible for, any Advertiser, Advertiser Offer, Advertiser Content, redemption fulfilment, availability of offers, or any act or omission of an Advertiser or Advertiser network;

(f)Pulse is not liable for any reduction in impressions, clicks, redemptions or any amount payable to Reseller resulting from any act or omission of Reseller or any Merchant; and

(g)Pulse may exclude from any calculation of amounts payable to Reseller any transaction, redemption, impression, click, referral or other activity that Pulse reasonably determines to be fraudulent, invalid, artificial, duplicated, manipulated, non-genuine or otherwise inconsistent with the purpose of the Encore Programme.

8.5Except as expressly stated in this Agreement, Pulse disclaims all implied warranties, conditions and representations to the maximum extent permitted by law, including any implied warranty of merchantability, satisfactory quality, fitness for purpose, non-infringement or uninterrupted availability.

9.INDEMNITY

9.1Pulse shall indemnify and hold harmless Reseller from and against any Losses arising from any third-party action, demand or claim that:

(a)Reseller's participation in the Encore Programme in accordance with this Agreement infringes or misappropriates any Intellectual Property Rights of any third party;

(b)Advertiser Content displayed through a Placement is unlawful, misleading or infringes any Intellectual Property Rights of a third party, to the extent Pulse controls sourcing or curation of such content and provided that such claim does not arise from Reseller's or a Merchant's modification, misuse or use of the Advertiser Content in breach of this Agreement; or

(c)Pulse has materially breached its data protection obligations under this Agreement.

9.2The indemnity in Clause 9.1 shall not apply to Losses that are attributable to:

(a)any act, omission, default or negligence or misrepresentation by Reseller or a Merchant;

(b)any modification of the relevant materials by any person or entity other than Pulse;

(c)use of relevant materials in a manner or for a purpose not intended by Pulse or not in accordance with this Agreement;

(d)materials created or supplied by Pulse based on materials, instructions or specifications provided by Reseller or a Merchant; or

(e)any claim arising out of or in connection with the Merchant's relationship with Reseller, including but not limited to any dispute concerning revenue sharing, onboarding, participation in the Encore Programme, suspension, removal or termination.

9.3Reseller shall indemnify and hold harmless Pulse from and against any Losses arising from any third-party action, demand or claim (including any claim brought by, or on behalf of, a Merchant or a Consumer) arising out of or in connection with:

(a)any Merchant's products, services, checkout, payment, order fulfilment, order confirmation, receipts or Merchant Sites;

(b)any act or omission of a Merchant;

(c)any claim brought by a Merchant against Pulse arising out of or in connection with the Encore Programme;

(d)Reseller's failure to ensure compliance by a Merchant with applicable laws or the requirements of this Agreement;

(e)the agreement, arrangement or relationship between Reseller and any Merchant, including any dispute as to whether or how Reseller shares or allocates any amount received from Pulse, or any other amount, with a Merchant;

(f)Reseller's or a Merchant's breach of applicable laws and regulations, including Data Protection Laws;

(g)Reseller's or a Merchant's unauthorised modification, interference with, misuse or manipulation of any Placement, Advertiser Content, Integration Method, tracking link, attribution mechanism, redemption validation process, or the QR code, link or redirect mechanism to the Redemption Page;

(h)Reseller's breach of its obligations under Clause 5 (including in respect of Merchant rights, consents and authorisations) or Clause 8.2(b);

(i)Reseller's breach of this Agreement; or

(j)any representation, statement, warranty, commitment or undertaking made by Reseller or any Merchant concerning Pulse, the Encore Programme, any Placement or any Advertiser Offer that is inaccurate, misleading, deceptive, unauthorised or inconsistent with this Agreement;

(k)any complaint, claim, refund request, chargeback, dispute or regulatory enquiry arising from a Merchant's products, services, transactions, fulfilment, customer support or other conduct unrelated to Pulse's provision of the Encore Programme.

9.4A Party's indemnification obligations under this Clause 9 are subject to the indemnified Party:

(a)giving written notice of the relevant claim;

(b)not making any admission or settlement without the indemnifying Party's prior written consent;

(c)giving the indemnifying Party reasonable control of the defence and settlement of the claim, provided that no settlement may impose liability or obligations on the indemnified Party without its prior written consent; and

(d)providing reasonable cooperation and assistance in the defence or settlement of the claim.

10.LIMITATION OF LIABILITY

10.1Neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, punitive or exemplary damages or losses, including loss of use, loss of or damage to information, records or data, cost of procurement of substitute goods, services or technology, lost revenue, lost business, loss of goodwill or loss of profits, whether arising in contract, tort, negligence, strict liability, indemnity or otherwise.

10.2Subject to Clauses 10.1 and 10.3, Pulse's total aggregate liability arising under or in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall not exceed:

(a)the total amounts paid or payable by Pulse to Reseller under the commercial terms specified in the Order Form in the twelve (12) months preceding the event giving rise to the claim; or

(b)USD 15,000,

whichever is higher.

10.3Nothing in this Agreement shall limit or exclude the liability of a Party for:

(a)death or personal injury caused by its negligence, or that of its employees or agents;

(b)fraud or fraudulent misrepresentation;

(c)any act, omission or matter, liability for which may not be excluded or limited by applicable law;

(d)breach of confidentiality obligations under Clause 14;

(e)breach of data protection obligations under this Agreement;

(f)the indemnity obligations under Clauses 9.1(a) and 9.1(b) in respect of third-party Intellectual Property Rights infringement claims; or

(g)any indemnification obligations of Reseller under Clause 9.3.

10.4Pulse shall have no liability to Reseller or any Merchant in respect of any Merchant's products, services, checkout process, payment processing, order fulfilment, order confirmation, refunds, customer support or other acts or omissions of a Merchant.

11.TERM AND TERMINATION

11.1This Agreement shall commence on the Start Date and continue for the Initial Term unless terminated earlier in accordance with this Agreement.

11.2At the end of the Initial Term, this Agreement shall automatically renew for successive renewal terms of the same duration as the Initial Term, unless either Party gives written notice to the other Party of its intention not to renew at least 60 calendar days before the end of the then-current term.

11.3Notwithstanding Clause 11.2:

(a)either Party may terminate this Agreement at any time without cause by giving the other Party at least 60 days' prior written notice;

(b)a Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:

(i)commits a material breach of this Agreement which breach is irremediable or, if remediable, fails to remedy such breach within 14 calendar days after being notified in writing to do so;

(ii)ceases to carry on its business or substantially the whole of its business;

(iii)becomes or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or

(iv)has a liquidator, receiver, administrator, manager, trustee or similar officer appointed to take over its assets.

12.EFFECTS OF TERMINATION OR EXPIRATION

12.1Upon termination or expiration of this Agreement:

(a)all licences and rights granted to Reseller under this Agreement shall immediately cease;

(b)Reseller shall promptly notify all onboarded Merchants that the Encore Programme has ceased and shall ensure that any QR code, link or other redirect mechanism to the Redemption Page is removed from Merchant receipts and other touchpoints as soon as reasonably practicable;

(c)each Party shall remain liable for all amounts properly accrued and payable to the other Party before the effective date of termination, subject to any reconciliation, clawbacks, rights of set-off or other adjustments expressly permitted under this Agreement;

(d)each Party shall return or destroy (at the other Party's option) any Confidential Information of the other Party within its possession or control;

(e)Reseller shall remain solely responsible for managing and resolving any claims, complaints, queries or disputes raised by any Merchant arising out of or in connection with the cessation of the Encore Programme; and

(f)each Party shall return, delete or destroy personal data in accordance with Part C, where applicable.

12.2Termination or expiration of this Agreement shall be without prejudice to any accrued rights or liabilities of either Party.

12.3The expiry or termination of this Agreement shall be without prejudice to any other rights or remedies which either Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such expiry or termination, including without limitation, Clause 6 (Intellectual Property Rights), 7 (Data Protection), 8 (Representations and Warranties), 9 (Indemnity), 10 (Limitation of Liability), 14 (Confidential Information), 17 (General), 18 (Governing Law and Jurisdiction) and Part C (Data Processing Addendum), which shall survive the expiry or termination of this Agreement and shall remain in full force and effect notwithstanding such expiry or termination.

13.SUSPENSION

13.1Pulse may suspend, remove or disable any Placement, Integration Method, tracking mechanism, Advertiser Offer, the Redemption Page, or Reseller's or a specific Merchant's access to the Encore Programme, if Pulse is of the reasonable opinion that:

(a)there is fraud, unlawful activity, security risk, technical error or material misconfiguration;

(b)Reseller, or a Merchant, is in breach of this Agreement;

(c)Reseller, a Merchant, a Placement, an Advertiser Offer or any related activity is reasonably likely to expose Pulse, the Encore Programme or any Advertiser to reputational harm or adverse publicity;

(d)Reseller or a Merchant has made, or is reasonably suspected of having made, any false, misleading, unauthorised or deceptive statement concerning Pulse, the Encore Programme, a Placement or an Advertiser Offer;

(e)any Placement or Advertiser Offer may expose Pulse, Reseller, a Merchant, Consumers, Advertisers, any Advertiser network or any other third party to material risk; or

(f)suspension is required by applicable law, a regulator, an Advertiser, or an Advertiser network.

13.2Pulse shall use commercially reasonable efforts to notify Reseller of any suspension under Clause 13.1 where practicable, provided that Pulse shall not be required to give prior notice where, in Pulse's reasonable discretion, urgent action is required.

13.3A suspension under this Clause 13 affecting a specific Merchant only shall not, of itself, constitute a suspension or termination of this Agreement as between Pulse and Reseller.

13.4To the fullest extent permitted by applicable law, Pulse shall not be liable to Reseller for, and shall not be required to compensate Reseller for, any modification, suspension or termination of the Encore Programme or any part of it.

13.5Pulse shall not be obliged to pay any amount under the commercial terms specified in the Order Form in respect of any period during which a Placement, Merchant, Integration Method or access to the Encore Programme is suspended pursuant to this Clause 13, except to the extent otherwise expressly stated in the Order Form.

13.6Reseller shall provide Pulse with such technical access, cooperation and integration support as Pulse may reasonably require to enable Pulse to suspend or disable a specific Merchant's Placements directly and without needing Reseller's further action, including by configuration of the applicable Integration Method. Where such direct technical suspension is not reasonably available to Pulse for a given Integration Option, Reseller shall implement any suspension requested by Pulse under Clause 5.2(d) or effected by Pulse under Clause 13.1 within the timeframes specified in Clause 5.2(e).

13.7Pulse may suspend a particular Merchant, Placement, Advertiser Offer or Integration Method without suspending Reseller's participation in the Encore Programme more generally.

14.CONFIDENTIAL INFORMATION

14.1Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.

14.2Each Party may disclose the other Party's Confidential Information to its employees, officers, professional advisers, contractors, service providers and sub-processors who have a need to know such information for the purposes of this Agreement, provided that such recipients are subject to confidentiality obligations no less protective than those set out in this Agreement.

14.3Reseller shall ensure that each Merchant to whom Pulse's Confidential Information is disclosed is bound by confidentiality obligations no less protective than those set out in this Agreement.

14.4The obligations in this Clause 14 shall not apply to information which:

(a)is or becomes publicly available other than through breach of this Agreement;

(b)is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;

(c)is independently developed by the recipient, without access to or use of such information; or

(d)is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant Party, where possible, notifies the other Party at the earliest opportunity before making any disclosure.

14.5The Parties agree that damages may not be an adequate remedy for breach of this Clause 14 and (to the extent permitted by the court) that an aggrieved Party may seek an injunction or specific performance in respect of such breach.

15.FORCE MAJEURE

15.1Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) where such delay or failure results from an event beyond its reasonable control ("Force Majeure Event"). The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

15.2Notwithstanding Clause 15.1, either Party may terminate this Agreement by giving 10 days' prior written notice to the other Party if that Party is prevented from performing its material obligations under this Agreement due to a Force Majeure Event for a continuous period of 30 days or more.

15.3Pulse shall not be liable for any loss, corruption, delay or unavailability of data, reporting information, attribution records, Placements, the Redemption Page or access to the Encore Programme arising from a Force Majeure Event. Reseller shall be responsible for implementing its own business continuity, backup and disaster recovery measures as appropriate for its business.

16.NOTICES

16.1Any notices or demands served under this Agreement must be in writing and shall be delivered by hand, registered mail or email to the addresses specified on the Order Form.

16.2Each Party shall notify the other of any change of address within 5 days of such change.

16.3Any notices or other communication given by one Party to the other shall be deemed to have been received:

(a)in the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or duly authorised employee, agent or representative of the receiving Party; or

(b)in the case of email, upon completion of the transmission.

17.GENERAL

17.1Non-exclusivity. Pulse's provision of the Encore Programme to Reseller is non-exclusive. Nothing in this Agreement prevents Pulse from providing the Encore Programme or any other products or services to any other person, including any other acquirer, payment gateway, payment service provider or reseller, whether or not operating in the same market or industry as Reseller.

17.2Independent Parties. This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary or employment relationship between the Parties.

17.3Right of Third Parties. This Agreement does not give rights to any third parties who are not party to this Agreement, including any Merchant.

17.4Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.

17.5Severability. If any provision of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect.

17.6Waiver. No failure, omission or delay by either Party to exercise any right, power or remedy under this Agreement will operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

17.7Assignment. Reseller may not assign or otherwise transfer this Agreement or any of the rights and obligations arising out of this Agreement without the prior written consent of Pulse. Upon advance written notice, Pulse may assign this Agreement in its entirety to a parent, subsidiary or successor in interest, provided such assignee agrees to be bound by this Agreement.

17.8Counterparts. This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same Agreement.

18.GOVERNING LAW AND JURISDICTION [TO SELECT PER ORDER FORM]

(DIFC Law and DIFC Courts)

18.1This Agreement and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its formation shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC").

18.2Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre ("the DIFC Courts").

(DIFC Law and DIAC Arbitration)

18.1This Agreement and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its formation shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC").

18.2Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one, the seat of arbitration shall be DIFC and the language to be used in the arbitration shall be English.

(Singapore Law and Singapore Courts)

18.1This Agreement and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its formation ("Dispute") shall be governed by the laws of the Republic of Singapore.

18.2Any Dispute, including any question regarding the existence, validity or termination of this Agreement, shall be submitted to the exclusive jurisdiction of the courts of Singapore.

(Singapore law and SIAC)

18.1This Agreement and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its formation ("Dispute") shall be governed by the laws of the Republic of Singapore.

18.2Any Dispute, including any question regarding the existence, validity or termination of this Agreement, shall be referred to and resolved finally by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The number of arbitrators shall be one, the seat of arbitration shall be Singapore and the language to be used in the arbitration shall be English.

PART B – ENCORE RESELLER MODULE TERMS

These Encore Reseller Module Terms set out the module-specific terms and conditions of the Pulse Encore Programme as made available to Reseller and, through Reseller, to Merchants.

Capitalised terms used but not defined in these Encore Reseller Module Terms have the meanings given to them in the Common Terms.

1.PLACEMENT HOSTING AND INTEGRATION OPTIONS

1.1Each Merchant's Integration Option and Integration Method shall be recorded in that Merchant's Publisher Brief or configured through a Pulse portal, SDK configuration or other configuration process accepted by Pulse. Reseller may use one or more Integration Options and may use different Integration Options for different Merchants. Unless otherwise specified in the applicable Order Form, the standard Integration Options are described in Clauses B1.2 to B1.4. The applicable Order Form may specify alternative or additional Reseller-hosted, Merchant-hosted, Pulse-hosted or other approved Placement surfaces, including Placements occurring before, during or after payment or transaction completion. The Publisher Brief is operational only and does not form part of or amend the Agreement.

1.2Integration Option 1 – Gateway Confirmation Placement (online). Where this Integration Option is adopted, Reseller shall integrate the Gateway Confirmation Placement into the applicable Reseller System so that, following a Consumer's completion of payment through that Reseller System and prior to the Consumer's redirection to the relevant Merchant's confirmation page, the Consumer is presented with a Placement. This Integration Option requires technical integration with the Reseller System only and does not require a separate technical integration with the relevant Merchant, provided that the Merchant has been validly onboarded and authorised by Reseller under this Agreement.

1.3Integration Option 2 – Merchant Confirmation Placement (online). Where this Integration Option is adopted, a Placement is displayed to the Consumer on the relevant Merchant's own confirmation page following completion of the Consumer's transaction with that Merchant. Reseller shall be responsible for procuring the Merchant's rights, consents, technical access and cooperation. The implementation responsibilities of Pulse, Reseller and the Merchant will be recorded in the Publisher Brief or Documentation. Pulse may communicate and work directly with a Merchant for sales, implementation, technical support, security review and operational purposes without creating a direct contractual relationship with that Merchant unless separately agreed in writing.

1.4Integration Option 3 – Redemption Page Placement (offline / QR). Where this Integration Option is adopted: (a) Pulse shall host, operate and maintain the Redemption Page; (b) Reseller shall ensure that a QR code, link or other redirect mechanism approved by Pulse is included, in the form and manner specified in the Documentation, on the receipts (or other approved touchpoint) of each participating Merchant, directing Consumers to the Redemption Page; (c) Pulse may apply its own branding, terms of use and privacy notice to the Redemption Page, which shall govern Pulse's processing of any personal data submitted directly by a Consumer to the Redemption Page, as further described in Clause 7.2(e) of the Common Terms; and (d) Reseller shall ensure that each participating Merchant provides Consumers with reasonable notice, on the receipt or otherwise, that the Redemption Page is hosted and operated by Pulse.

1.5The Parties acknowledge and agree that:

(a)Reseller (and, where applicable, its Merchants) shall display or make available Placements only via the Integration Option(s), Reseller Systems, Merchant Sites, Redemption Page and/or other Placement surfaces agreed in the applicable Order Form, Publisher Brief, Documentation or other agreed implementation between the Parties;

(b)Pulse shall not require Reseller or any Merchant to modify its checkout, payment or point-of-sale flow as a condition of participating in the Encore Programme, unless otherwise agreed in writing;

(c)neither Reseller nor any Merchant shall hold itself out as the funder, issuer, seller or provider of any Advertiser Offer unless expressly agreed in writing by Pulse and the relevant Advertiser;

(d)Placements shall not be displayed, and the Redemption Page or any other Pulse-hosted Placement surface shall not be linked to, on any website, application, page, screen, receipt or other property that has not been approved by Pulse under this Agreement; and

(e)neither Reseller nor any Merchant shall modify the content, format, destination URL, call-to-action, tracking parameter or other technical element of a Placement, or of any QR code, link or redirect mechanism to the Redemption Page or another Pulse-hosted Placement surface, except to the extent expressly permitted by Pulse in writing;

(f)neither Reseller nor Merchant shall generate, procure or otherwise permit any artificial, fraudulent, non-genuine, bad-faith or inflated transactions, impressions, clicks, redemptions, referrals or other activity, nor take any action intended to manipulate, distort or improperly increase any amount payable or other compensation under this Agreement; and

(g)Pulse may disregard, reverse or exclude from any calculation of amounts payable to Reseller any transaction, redemption, referral, click, impression or other activity that Pulse reasonably determines to be fraudulent, artificial, invalid, duplicative, manipulated or otherwise non-genuine.

2.INTEGRATION METHOD

2.1Reseller shall integrate and maintain the applicable Integration Method across the Reseller Systems in accordance with the Documentation and Pulse's reasonable technical instructions.

2.2Reseller shall use, and shall ensure that its Merchants use, the Integration Method only in relation to the Integration Option(s), Reseller Systems, Merchant Sites and Placement surfaces agreed in the applicable Order Form, Publisher Brief or other agreed implementation between the Parties.

2.3Reseller shall not, and shall use commercially reasonable efforts to ensure that its Merchants do not, alter, obscure, delay, interfere with, circumvent, disable, manipulate or otherwise affect any Placement, Advertiser Content, tracking link, attribution mechanism, redemption validation process or Integration Method, except to the extent expressly permitted by Pulse in writing.

2.4Reseller shall promptly notify Pulse of any change to the Reseller Systems, or any change of which it becomes aware to a Merchant Site, receipt format, checkout journey, confirmation-page structure, webhook event or other technical configuration which may affect the rendering, tracking or attribution of Placements.

2.5Reseller shall promptly implement any updates, modifications, patches or replacements to the Integration Method, Documentation or tracking requirements reasonably required by Pulse for operational, security, legal, fraud-prevention or compatibility purposes.

2.6Pulse shall not be responsible for any failure to render, track or attribute a Placement to the extent caused by Reseller's, or a Merchant's, failure to comply with this Clause B2.

3.OFFER SELECTION, RANKING AND COMPETITOR PROTECTION

3.1Pulse controls the selection, ranking, rotation and optimisation of Advertiser Offers displayed through Placements. Pulse may use available performance data, transaction context, predicted relevance, conversion performance, commercial value, eligibility, availability and other data or signals available to the Platform to determine which eligible Advertiser Offer is displayed.

3.2Reseller and Merchants do not have the right to select, rank, approve or require the display of a particular Advertiser, Advertiser Offer or preferred offer category. Pulse may add, remove, pause, rank or rotate eligible Advertiser Offers without prior approval, subject to this Clause B3.

3.3A Merchant may identify excluded advertiser categories, named competitors or brands, and mandatory legal, regulatory, contractual or brand-safety restrictions to the extent permitted under the applicable Order Form. Such restrictions must be recorded in the applicable Publisher Brief and will be applied by Pulse once confirmed as operationally supportable.

3.4Pulse may use MCC and other category information as internal relevance, optimisation or competitor signals. Unless otherwise expressly stated in the applicable Order Form, matching MCCs do not by themselves create a contractual exclusion.

3.5Subject to the applicable Merchant Restrictions, Pulse may select, rank, rotate, add, remove or pause Advertisers and Advertiser Offers without further approval from Reseller or the Merchant. Reseller acknowledges that Merchant Restrictions may reduce the availability of Advertiser Offers, Placements, redemptions and amounts payable to Reseller under the commercial terms specified in the Order Form.

3.6Pulse may suspend or remove any Advertiser, Advertiser Offer or category at any time for legal, regulatory, brand-safety, performance, availability, commercial or operational reasons.

4.COMMERCIAL TERMS AND STATEMENTS

4.1Subject to this Agreement, Pulse shall pay Reseller any amounts due under the commercial terms specified in the Order Form.

4.2The applicable commercial model, including any Revenue Share, commission, distribution amount or other payment, and the applicable basis of calculation, percentage or rate (if any), allocation mechanics, conditions and limitations, shall be specified in the Order Form. These Online Terms do not prescribe any fixed Revenue Share percentage, revenue split or other commercial allocation.

4.3Unless otherwise stated in the Order Form, Pulse shall pay amounts due under Clause B4 solely to Reseller. Any arrangement between Reseller and a Merchant regarding the sharing or allocation of any amount paid by Pulse, or any other payment, is a matter exclusively between Reseller and that Merchant. Pulse has no visibility into, and no obligation, responsibility or liability in respect of, any such arrangement.

4.4Pulse shall provide Reseller with a monthly statement setting out the amounts payable under the applicable commercial terms for the relevant reporting period, together with reasonable supporting information relevant to the applicable calculation, which may include Placement-level impressions, redemptions, verified redemptions or other relevant activity, aggregated at Reseller level and, where reasonably available, broken down by Merchant.

4.5Unless otherwise stated in the Order Form, Pulse shall pay amounts due under Clause B4 monthly in arrears within 30 days after the end of the relevant monthly reconciliation period.

4.6Where an amount payable under the Order Form is calculated by reference to amounts received by Pulse from an Advertiser or Advertiser network, Pulse shall not be required to pay the corresponding amount to Reseller unless and until Pulse has received the relevant amount.

4.7Any redemption, transaction, event or revenue item used to calculate an amount payable under Clause B4 which is reversed, refunded, cancelled, charged back, determined to be fraudulent, rejected by an Advertiser or Advertiser network, or otherwise invalid may be excluded from the applicable calculation. If an amount has already been paid in respect of such activity, Pulse may deduct or offset the corresponding amount from a future payment.

4.8Where an Advertiser or Advertiser network is responsible for tracking or validating a redemption or other event used to calculate an amount payable under Clause B4, the tracking and validation records of that Advertiser or Advertiser network shall apply, unless otherwise agreed in writing between the Parties.

4.9Reseller shall provide complete and accurate payout information. Pulse shall not be responsible for any delay or failed payment arising from Reseller's failure to provide or maintain accurate payout, tax or banking information.

4.10Reseller shall be responsible for all taxes payable by Reseller in connection with any amounts received under Clause B4. Where Pulse is required by applicable law to withhold or deduct any tax from a payment to Reseller, Pulse may make such withholding or deduction and shall provide reasonable supporting documentation on request.

4.11Unless expressly stated in the Order Form, Reseller shall not be entitled to any minimum payment, minimum revenue, minimum number of impressions, minimum number of redemptions or other guaranteed commercial return.

5.FEES PAYABLE BY RESELLER

5.1No Setup Fee, Platform Fee or other fee is payable by Reseller to Pulse unless expressly specified in the Order Form. Any such fee is separate from amounts payable by Pulse to Reseller under Clause B4.

5.2Unless otherwise agreed between the Parties in writing, Pulse shall issue invoices for any fee payable by Reseller under Clause B5.1 in accordance with the payment terms stated in the Order Form.

5.3Unless otherwise stated in the Order Form, all fees payable by Reseller under Clause B5.1 are exclusive of applicable taxes and Reseller shall pay these at the prevailing rate to Pulse in addition to those fees.

5.4Pulse may suspend the provision of the Encore Programme, any Placement, the Redemption Page, or any Integration Method where any invoiced fee payable by Reseller under Clause B5.1 remains overdue.

5.5Where any fee expressly specified in the Order Form as payable by Reseller to Pulse under Clause B5.1 is not paid in full by the due date, Pulse may, without limiting its other rights, charge interest on such sum at 2.0% per annum (or up to the maximum rate permitted by law) until the date the overdue fee is paid to Pulse.

5.6Reseller shall reimburse Pulse for all reasonable costs and expenses incurred in recovering any overdue fee payable by Reseller under Clause B5.1.

5.7Each Party is responsible for, and shall account to the appropriate authorities for, all income tax liabilities and national insurance or similar contributions payable in respect of payments made to it. If any withholding on amounts payable under this Agreement is required by applicable law, the paying Party shall be entitled to deduct such withholding from the amount payable and pay the same to the relevant tax authority. The paying Party shall, upon request, provide the other Party with documentation to show that such withheld amounts have been paid to the relevant tax authorities.

PART C – DATA PROCESSING ADDENDUM (CONTROLLER-PROCESSOR)

This Controller-Processor Data Processing Addendum ("DPA") sets out the terms governing the processing of personal data by Pulse Global Limited (Company Registration No. 66950887) ("Pulse") on behalf of participating Resellers in connection with the Pulse Encore Programme.

Capitalised terms used but not defined in this DPA have the meanings given to them in the Common Terms.

1.Processing Details

1.1The Data Processing Details above together with the terms and conditions below constitute this "Data Processing Addendum" or "DPA". This DPA shall form part of the Agreement.

1.2In this DPA, the following definitions apply:

(a)"Data Protection Laws" means all applicable laws and regulations relating to privacy, data protection, direct marketing, electronic communications, data security and personal data;

(b)the terms "Controller", "Processor", "process", "processing" and "Data Subject" will have the same meanings ascribed to them in the Data Protection Laws. Where the Data Protection Laws use equivalent or corresponding terms, such as "data intermediary" instead of "processor", they will be read herein as the same;

(c)"Personal Data" means any information relating to an identified or identifiable natural person, which is processed by the Processor solely on behalf of the Controller, as part of the Encore Programme under the Agreement; and

(d)"Security Incident" means any unauthorised or unlawful breach of security leading to, or reasonably believed to have led to, the accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to the Personal Data.

2.Roles of the Parties

2.1Where Pulse processes personal data on behalf of Reseller in connection with the Agreement, Reseller acts as Controller and Pulse acts as Processor.

2.2Pulse shall only process Personal Data in the context of providing the Encore Programme, in accordance with documented instructions from Reseller, unless it is otherwise required to do so by applicable law.

2.3Pulse shall, as soon as reasonably practicable, inform Reseller if it becomes aware that Reseller's processing instructions infringe the applicable Data Protection Laws, but without obligation to actively monitor Reseller's compliance with them.

2.4For the avoidance of doubt, this Part C does not apply to Pulse's processing, as an independent controller, of personal data submitted directly by a Consumer to the Redemption Page or another Pulse-hosted Placement surface identified in the applicable Order Form or Publisher Brief, which is governed by Pulse's own privacy notice made available on the relevant surface.

3.Reseller Obligations

3.1Reseller shall comply with all applicable Data Protection Laws in connection with its collection, use and disclosure of Personal Data.

3.2Reseller shall ensure that:

(a)it has provided all notices required under applicable Data Protection Laws;

(b)it has obtained all consents, permissions, approvals, authorisations or other legal bases required under applicable Data Protection Laws, and has all necessary rights and permissions to provide, or permit the provision of, Personal Data relating to Consumers, Merchants and Merchant personnel to Pulse; and

(c)the instructions provided to Pulse are lawful,

in each case to enable Pulse to process Personal Data for the purposes contemplated by the Agreement.

3.3Reseller shall be responsible for the accuracy, quality and legality of personal data provided or made available to Pulse, including any personal data provided on behalf of a Merchant.

3.4Reseller acknowledges and agrees that as a data controller, it remains responsible for compliance with its obligations under applicable Data Protection Laws even where the processing of Personal Data is delegated to Pulse as Processor.

3.5Reseller shall ensure that its arrangements with each Merchant are sufficient to enable Reseller to comply with this Part C, including by requiring the Merchant to provide any notices, obtain any consents, permissions or other lawful bases, and provide any assistance reasonably necessary for Reseller and Pulse to comply with applicable Data Protection Laws.

3.6Reseller shall promptly notify Pulse if it becomes aware that any Personal Data provided or made available by or on behalf of a Merchant was collected, used or disclosed in breach of applicable Data Protection Laws, and shall take all steps reasonably requested by Pulse to address or remediate the issue.

4.Pulse Obligations

4.1Pulse shall process personal data only on documented instructions from Reseller unless otherwise required by applicable law.

4.2Where Pulse is required by applicable law to process personal data other than in accordance with Reseller's instructions, Pulse shall inform Reseller of that legal requirement before processing unless prohibited from doing so by law.

4.3Pulse shall ensure that personnel authorised to process Personal Data are subject to appropriate confidentiality obligations.

4.4In the event that Pulse receives a request directly from an individual Data Subject relating to Personal Data processed on behalf of Reseller under this Part C, it shall promptly forward that request onto Reseller.

5.Security Measures

5.1Taking into account the nature, scope, context and purposes of the processing, Pulse shall implement appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

6.Sub-processors

6.1Reseller authorises Pulse to engage sub-processors in connection with the provision of the Encore Programme.

6.2Pulse shall ensure that each sub-processor is subject to written obligations that provide a level of protection for personal data substantially similar to those imposed on Pulse under this DPA.

6.3Pulse shall remain responsible for the acts and omissions of its sub-processors to the extent required by applicable Data Protection Laws.

6.4Pulse shall make available, upon request, information regarding its material sub-processors used in connection with the processing activities contemplated by this DPA.

6.5Where required by applicable Data Protection Laws, Pulse shall provide reasonable notice of any material changes to its sub-processors and consider any reasonable objections raised by Reseller.

7.Data Subject Requests

7.1Taking into account the nature of the processing, Pulse shall provide reasonable assistance to Reseller in responding to requests from Data Subjects exercising rights under applicable Data Protection Laws.

7.2If Pulse receives a request directly from a Data Subject relating to personal data processed on behalf of Reseller, Pulse shall promptly notify Reseller and shall not respond to the request except on Reseller's documented instructions or as otherwise required by law.

8.Security Incidents

8.1Pulse shall notify Reseller without undue delay after becoming aware of a Security Incident affecting personal data processed on behalf of Reseller. Pulse shall provide written details of the Security Incident, including the type of data affected and the identity of affected person(s), as soon as such information becomes known or available to Pulse.

8.2In the event of a Security Incident in respect of the Personal Data, Pulse shall provide Reseller with such reasonable cooperation and assistance with managing that Security Incident as may be agreed between the parties, acting in good faith.

9.International Transfer of Personal Data

9.1Reseller acknowledges and agrees that Pulse may transfer, access and process Personal Data on a global basis as necessary to provide the Encore Programme in accordance with the Agreement. Pulse will make any such transfers in compliance with applicable Data Protection Laws. This paragraph forms part of Reseller's instructions to Pulse.

9.2Where applicable Data Protection Laws require a specific transfer mechanism, the Parties shall cooperate in good faith to implement an appropriate lawful transfer mechanism before the relevant transfer occurs.

9.3Where applicable Data Protection Laws impose localisation requirements, the Parties shall cooperate to ensure compliance with such requirements.

10.Audit and Compliance

10.1Upon reasonable written request, Pulse shall make available information reasonably necessary to demonstrate compliance with this DPA. The Parties agree that Pulse may satisfy the foregoing obligation through the provision of certifications, audit reports, security summaries or similar materials.

10.2On-site audits shall only be permitted where required by applicable law, subject to at least [10] Business Days' written notice to Pulse, confidentiality obligations and appropriate safeguards to protect Pulse's systems and other customers.

10.3In the event Pulse becomes subject to a request from a public authority to disclose any Personal Data, Pulse shall review the legality of such a request prior to acceding to it. To the extent permitted by law, Pulse shall promptly notify Reseller in writing of any such request. Pulse shall only comply with such requests in the event that it reasonably considers that it is lawfully compelled to do so. Pulse shall, in respect of any such request, (i) only disclose the minimum amount of Personal Data required, and (ii) retain evidence that any disclosure of Personal Data to public authorities was made in accordance with the restrictions under this paragraph, and (to the extent permitted by law) make such evidence available to Reseller promptly upon request.

11.Return and Deletion

11.1In the event that Reseller notifies Pulse that it should cease processing the Personal Data or any part of the Personal Data, including, without limitation, the Personal Data of an individual Data Subject, Pulse shall without undue delay return such Personal Data to Reseller and shall cease processing that Personal Data or part of the Personal Data. Reseller acknowledges and agrees that Pulse shall not have any liability under the remainder of the Agreement for any failure to provide any part of the Encore Programme which results from such cessation.

11.2Upon termination or expiration of the Agreement, Pulse shall, at Reseller's written request, delete or return personal data processed under this DPA unless retention is required by applicable law or reasonably required for archival, compliance, dispute resolution or reconciliation purposes.

11.3Where Personal Data is retained pursuant to Clause 11.2, Pulse shall continue to protect such personal data in accordance with this Schedule and shall not process it except for the permitted retention purpose.