Last updated: 4 September 2026

These Online Terms apply to the Pulse Encore Programme made available by Pulse Global Limited (Company Registration No. 2455493) ("Pulse") and form part of the Pulse Encore Publisher Agreement between Pulse and each Publisher.

These Online Terms comprise the following:

• Part A – Common Terms
• Part B – Encore Publisher 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.

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 Publisher Module Terms;

(b)the Data Processing Agreement, to the extent Pulse processes personal data on behalf of Publisher; 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 on and such change will take effect from the date specified in the notice. Non-material amendments may take effect upon the date of posting. The Publisher's continued participation in the Encore Programme after that date constitutes acceptance of the amended Online Terms. If the Publisher 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.

4.PROVISION OF THE ENCORE PROGRAMME

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

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

(a)onboarding Publisher to the Encore Programme;

(b)providing reasonable integration guidance for the agreed Integration Method;

(c)sourcing, curating and configuring Advertiser Offers;

(d)matching Advertiser Offers to Placements based on available purchase context, category and other relevant parameters;

(e)rendering Placements on Publisher Sites in accordance with the applicable Placement Schedule;

(f)tracking and attributing verified redemptions;

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

(h)paying Publisher the applicable Revenue Share in accordance with this Agreement.

5.PUBLISHER RESPONSIBILITIES

5.1Publisher shall:

(a)host Placements on the Publisher Sites in accordance with this Agreement;

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

(c)integrate and maintain the agreed Integration Method in accordance with the Documentation and Pulse's instructions;

(d)ensure that Placements are displayed only on the Publisher 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 or Integration Method, except to the extent expressly permitted by Pulse in writing;

(f)promptly notify Pulse of any change to the Publisher Sites, domain, app package, checkout journey, confirmation-page structure, webhook event or other technical configuration which may affect the Encore Programme;

(g)ensure that its operation of the Publisher Sites and hosting of Placements complies with applicable laws, including applicable consumer protection, advertising, e-commerce and Data Protection Laws;

(h)handle its own customer service issues relating to Publisher's products, services, checkout, payment, order fulfilment and order confirmation; and

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

(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 Publisher and which are relevant to Publisher’s participation in the Encore Programme.

5.2Publisher shall not use the Encore Programme, any Integration Method, Advertiser Content or Placement in any manner which:

(a)is unlawful, fraudulent, misleading or deceptive;

(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;

(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

6.1As between the Parties, Pulse owns all rights, title and interest in and to the Encore Programme, 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.

6.2Publisher 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 to Publisher or any third party.

6.3Subject to this Agreement, Pulse grants Publisher a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to use the Integration Method and Documentation solely to integrate and host Placements on the Publisher Sites.

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

(a)during the Term, to use Publisher's name, trade marks, logos and brand assets solely to the extent necessary to configure, render, attribute, report on and support Placements on the Publisher Sites; and

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

6.5Publisher acknowledges that Advertiser Content remains the property of the relevant Advertiser or its licensors, and Publisher receives no rights in Advertiser Content except the right to display such Advertiser Content as configured by Pulse under this Agreement.

6.6Publisher shall not copy, modify, reverse engineer, decompile, disassemble, scrape, extract or create derivative works from the Encore Programme, 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.

6.7Any feedback, suggestions or recommendations provided by Publisher in relation to the Encore Programme or any Placement may be used by Pulse without restriction and without any obligation to Publisher, provided that Pulse shall not disclose Publisher's Confidential Information in doing so.

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)Publisher is responsible for its collection, use and disclosure of Consumer personal data through the Publisher 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 on behalf of Publisher for the purposes of rendering Placements, attribution, reporting, fraud prevention, support or operating the Encore Programme, Publisher shall act as controller and Pulse shall act as processor, and the Parties shall comply with the Data Processing Addendum in Part C; and

(e)Publisher shall ensure that it 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 Consumer data for the purposes contemplated by this Agreement.

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 Publisher, the notification obligations in the Data Processing Addendum shall apply.

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.

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

(a)it owns or has sufficient rights to operate the Publisher Sites and host Placements on them;

(b)the Publisher Sites and Publisher's products, services, checkout, payment and order fulfilment processes comply with applicable laws and regulations;

(c)all information provided to Pulse from time to time is true, accurate, complete and not misleading, and that Pulse is entitled to fully rely on such information and representations until Pulse receives written notice of any such change from Publisher;

(d)Publisher 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;

(e)Publisher will supply Pulse on request any documentation or other information regarding the Publisher Sites or 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; and

(f)Publisher has obtained all consents, permissions, approvals and authorisations required for participation in the Encore Programme in accordance with this Agreement.

8.3Pulse represents and warrants to Publisher that:

(a)it will perform its obligations under this Agreement in a professional and workmanlike manner, consistent with reasonable and generally accepted professional standards and practices prevailing; and

(b)it will comply with laws and regulations as are applicable to Pulse and/or its obligations hereunder.

8.4Publisher acknowledges and accepts that:

(a)the Encore Programme, Placements 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, Advertisers, Advertiser Offers, Net Redemption Revenue or Revenue Share, unless expressly stated as a Minimum Guarantee in the Order Form; and

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

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 Publisher from and against any Losses arising from any third-party action, demand or claim that:

(a)the Publisher'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 Publisher'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 Publisher;

(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; or

(d)materials created or supplied by Pulse based on materials, instructions or specifications provided by Publisher.

9.3Publisher shall indemnify and hold harmless Pulse from and against any Losses arising from any third-party action, demand or claim arising out of or in connection with:

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

(b)Publisher's breach of applicable laws and regulations, including Data Protection Laws;

(c)Publisher's unauthorised modification, interference with, misuse or manipulation of any Placement, Advertiser Content, Integration Method, tracking link, attribution mechanism or redemption validation process; or

(d)Publisher's breach of this Agreement.

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 Revenue Share paid or payable by Pulse to Publisher under this Agreement 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)for fraud or fraudulent misrepresentation;

(c)for 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; or

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

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 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 licenses and rights granted to Publisher under this Agreement shall immediately cease;

(b)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;

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

(d)each Party shall return, delete or destroy personal data in accordance with Schedule 1, 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), 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 or disable any Placement, Integration Method, tracking mechanism, Advertiser Offer or 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)Publisher is in breach of this Agreement;

(c)any Placement or Advertiser Offer may expose Pulse, Publisher, Consumers, Advertisers, any Advertiser network or any other third party to material risk; or

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

13.2Pulse shall use commercially reasonable efforts to notify Publisher 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.

13.3To the fullest extent permitted by applicable law, Pulse shall not be liable to Publisher for, and shall not be required to compensate Publisher for, any modification, suspension or termination of the Encore Programme or any part of it.

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.

14.3The 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.

14.4The 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 or access to the Encore Programme arising from a Force Majeure Event. Publisher 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 Publisher is non-exclusive. Nothing in this Agreement prevents Pulse from providing the Encore Programme or any other products or services to any other person.

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.

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. Publisher 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 (Based on MSA)

[Option 1 – 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”).

[Option 2 – 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.

[Option 3 – 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.

[Option 4 – 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 PUBLISHER MODULE TERMS

These Encore Publisher Module Terms set out the module-specific terms and conditions of the Pulse Encore Programme.

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

1.PLACEMENT HOSTING

1.1Each Placement surface shall be documented in a Placement Schedule or configured through a Pulse portal, SDK configuration or other configuration process accepted by the Parties.

1.2The Parties acknowledge and agree that:

(a)Publisher shall display Placements only on the Placement surfaces and in the manner agreed in the applicable Order Form, Placement Schedule or any other agreed implementation between the Parties;

(b)Pulse shall not require Publisher to modify its checkout or payment flow as a condition of participating in the Encore Programme, unless otherwise agreed in writing by Publisher;

(c)Publisher shall not 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)Publisher shall not display any Placement on any website, application, page, screen, email or other digital property that has not been approved by Pulse under this Agreement; and

(e)Publisher shall not modify the content, format, destination URL, call-to-action, tracking parameter or other technical element of a Placement except to the extent expressly permitted by Pulse in writing.

2.INTEGRATION METHOD

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

2.2Publisher shall use the Integration Method only in relation to the Placement surfaces and in the manner agreed in the applicable Order Form, Placement Schedule or other agreed implementation between the Parties.

2.3Publisher shall 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.

2.4Publisher shall promptly notify Pulse of any change to the Publisher Sites, domain, app package, checkout journey, confirmation-page structure, webhook event or other technical configuration which may affect the rendering, tracking or attribution of Placements.

2.5Pulse shall not be responsible for any failure to render, track or attribute a Placement to the extent caused by Publisher's failure to comply with this Clause B2.

3.ADVERTISER CONTROL METHOD

3.1Publisher may elect the applicable Advertiser Control Method, and specify eligible categories, blocked categories, blocked competitors, Placement Limits and other restrictions in the Order Form, applicable Placement Schedule or as otherwise approved by Pulse in writing.

3.2Pulse shall manage the display of the Advertiser Offers in accordance with the Advertiser Control Method selected by Publisher in the Order Form.

3.3Publisher may request the removal of a specific Advertiser, Advertiser Offer, category or competitor from the Publisher Sites by written notice to Pulse. Pulse shall use commercially reasonable efforts to implement such request within 5 Business Days, provided that Pulse shall not be liable for any reduction in Revenue Share arising from such removal.

3.4Publisher acknowledges that category restrictions, blocked competitors, Placement Limits, approval requirements and removal requests may affect the availability of Advertiser Offers, the number of Placements displayed, redemptions and Revenue Share.

4.REVENUE SHARE AND STATEMENTS

4.1Subject to this Agreement, Pulse shall pay Publisher the Revenue Share for completed and verified redemptions attributed to Placements on the Publisher Sites.

4.2Revenue Share shall be calculated by applying the applicable percentage stated in the Order Form or Placement Schedule to the Net Redemption Revenue for the relevant reporting period.

4.3Pulse shall provide Publisher with a monthly statement setting out the Revenue Share payable for the relevant reporting period, together with reasonable supporting information which may include Placement-level impressions, redemptions and verified redemptions.

4.4Unless otherwise stated in the Order Form, Pulse shall pay the Revenue Share monthly in arrears within 30 days after the end of the relevant monthly reconciliation period.

4.5Pulse shall not be required to pay Revenue Share in respect of any amount that Pulse has not received from the relevant Advertiser or Advertiser network.

4.6Any redemption which is reversed, refunded, cancelled, charged back, determined to be fraudulent, rejected by an Advertiser or Advertiser network, or otherwise invalid shall be excluded from Net Redemption Revenue. If Revenue Share has already been paid in respect of such redemption, Pulse may deduct or offset the corresponding amount from a future payment.

4.7Publisher acknowledges that where an Advertiser or advertiser network is responsible for tracking or validating a redemption, the tracking and validation records of that Advertiser or advertiser network shall apply, unless otherwise agreed in the applicable Placement Schedule.

4.8Publisher shall provide complete and accurate payout information. Pulse shall not be responsible for any delay or failed payment arising from Publisher's failure to provide or maintain accurate payout, tax or banking information.

4.9Publisher shall be responsible for all taxes payable by Publisher in connection with any Revenue Share received under this Agreement. Where Pulse is required by applicable law to withhold or deduct any tax from a payment to Publisher, Pulse may make such withholding or deduction and shall provide reasonable supporting documentation on request.

4.10Unless expressly stated in the Order Form, Publisher shall not be entitled to any minimum Revenue Share, minimum payment, minimum number of impressions, minimum number of redemptions or other guaranteed revenue.

5.FEES PAYABLE BY PUBLISHER

5.1Publisher shall pay Pulse any Setup Fee, Platform Fee or other fees specified in the Order Form.

5.2Unless otherwise agreed between the Parties in writing, Pulse shall issue invoices for fees payable by Publisher in accordance with the payment terms stated in the Order Form.

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

5.4Where any amount payable by Publisher is not paid in fully by the due date, Pulse may, without limiting its other rights, charge interest on such sums at 2.0% per annum (or up to the maximum rate permitted by law) on the monies which are due and payable until the date such monies are paid to Pulse.

5.5Each 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. 2455493) ("Pulse") on behalf of participating Publishers 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 and "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;

(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 Publisher in connection with the Agreement, Publisher 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 Publisher, unless it is otherwise required to do so by applicable law.

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

3.Publisher Obligations

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

3.2Publisher 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

(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.

3.3Publisher shall be responsible for the accuracy, quality and legality of personal data provided or made available to Pulse.

3.4Publisher 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.

4.Pulse Obligations

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

4.2Where Pulse is required by applicable law to process personal data other than in accordance with Publisher's instructions, Pulse shall inform Publisher 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, it shall promptly forward that request onto Publisher.

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

6.1Publisher 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 Publisher.

7.Data Subject Requests

7.1Taking into account the nature of the processing, Pulse shall provide reasonable assistance to Publisher 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 Publisher, Pulse shall promptly notify Publisher and shall not respond to the request except on Publisher's documented instructions or as otherwise required by law.

8.Security Incidents

8.1Pulse shall notify Publisher without undue delay after becoming aware of a Security Incident affecting personal data processed on behalf of Publisher. 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 Publisher 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

9.1Publisher acknowledges and agrees that the 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 Publisher'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 Publisher 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 Publisher promptly upon request.

11.Return and Deletion

11.1In the event that Publisher 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 Publisher and shall cease processing that Personal Data or part of the Personal Data. Publisher 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 Publisher'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.