1. Definitions & Interpretation

Catalyst Loyalty Management System (“Catalyst”): Pulse’s loyalty platform used to manage and distribute merchant offers and related workflows.

Consumer: An eligible program member who purchases from Merchant and may receive a benefit (e.g., discount, cashback, miles, gift).

Offer / Offer Schedule: The commercial and operational details of an offer, including eligibility, redemption method, scope, validity, caps, exclusions and funding.

Program Channels: The digital and partner distribution channels through which Offers are approved and published to members.

Voucher: A digital code entitling the holder to a specified offer benefit.

2. Order of Precedence

If there is a conflict, precedence is: (1) the Merchant Agreement (2) the Offer Schedules, then (3) these Online Terms.

3. Program & Workflow

Pulse onboards Merchant, verifies required information, configures and publishes Offers in Program Channels, and Merchant funds redemptions as specified in Offer Schedules.

4. Responsibilities

4.1 Pulse

• Onboarding guidance and verification; platform configuration and Offer publication.
• Platform maintenance and timely communication of significant maintenance windows; support channels.
• Promotion of Offers per program guidelines and accurate display of Offer details.
• Reporting statements of redemptions and issuing invoices; dispute management.
• Compliance with data protection and confidentiality obligations.

4.2 Merchant

• Provide accurate Offer information and keep business details current.
• Train staff for redemption handling and member inquiries; honor Offer terms.
• Fund offer benefits (discounts/cashback/etc.) per Offer Schedule and timelines.
• Provide required promotional assets and promptly communicate changes.
• Handle customer issues and comply with applicable laws; safeguard Confidential Information.

5. Offers, Funding & Distribution

Each Offer must have an Offer Schedule. Pulse may delist Offers that are inaccurate, unlawful, misleading, or non‑compliant.

Merchant is responsible for benefit funding; Pulse may offset or temporarily suspend an Offer in case of suspected fraud or material errors.

6. Fees, Invoicing & Taxes

• When applicable, fees may include setup, platform (monthly), per‑redemption/commission, and media/promotion; all fees are exclusive of taxes.
• When applicable, invoices are issued monthly in arrears in the currency stated on the Merchant Agreement, payable Net [30] days. Late amounts may accrue interest at [1% per month].
• Pulse will provide redemption statements supporting each invoice.

7. Brand, Content & Platform IP

Merchant IP License. For the Term, Merchant grants Pulse a non‑exclusive, worldwide, royalty‑free license (with a right to sublicense to distribution partners) to use Merchant’s marks and materials solely to operate and promote Offers in Program Channels. Pulse will cease use within 30 days after termination (archival/compliance copies permitted).

Pulse IP. Pulse owns Catalyst and related IP. Merchant receives a limited right to access during the Term. Feedback may be used by Pulse without obligation.

8. Confidentiality

• Each party will protect the other’s Confidential Information with at least a reasonable standard of care and use it only for this Agreement.
• Survival: 3 years after termination; trade secrets survive as long as protected by law.
• Permitted disclosures: affiliates, advisors, sub processors, and as required by law (with notice where lawful).

9. Data Protection

Roles. The parties are independent controllers for personal data they process for their own purposes (e.g., Merchant customer service; Pulse program operation/analytics). Where a party processes personal data on behalf of the other, the Data Processing Addendum (DPA) in Schedule 1 applies.

Security & Subprocessors. Pulse uses vetted service providers under written agreements and maintains appropriate technical and organizational measures.

Cross‑border transfers. Where required, valid transfer mechanisms (e.g., SCCs) will be implemented.

Incidents. Each party will notify the other of a personal data breach without undue delay and cooperate in remediation and notifications.

10. Warranties & Disclaimers

Each party warrants it has authority to enter into the Agreement and will perform with reasonable care and skill.

Catalyst and internet‑delivered services may not be uninterrupted or error‑free; no revenue or profit is guaranteed.

11. Indemnities

Merchant indemnifies Pulse for third‑party claims arising from Merchant’s products/services and inaccuracies in Offer content (subject to prompt notice, control of defense, cooperation, and duty to mitigate).

Pulse indemnifies Merchant for third‑party claims that Catalyst, as provided, infringes IP, and for Pulse’s material breach of data protection obligations (subject to the same conditions).

12. Liability

No indirect or consequential damages, including lost profits or data, to the maximum extent permitted by law.

Aggregate cap (12‑month lookback): the greater of (a) fees paid/payable by Merchant to Pulse in the preceding 12 months, or (b) [USD 15,000].

Carve‑outs: death/personal injury due to negligence; fraud; breach of confidentiality/data protection; IP infringement indemnity.

13. Term, Termination & Effect

Term and auto‑renewal per the Merchant Agreement.

Termination for convenience on notice per the Merchant Agreement; termination for material breach if unremedied within 14 days of notice; additional immediate rights where insolvency or misrepresentation occurs.

Effect: Offers may be delisted on the termination date; Merchant remains responsible to fund benefits earned prior to delisting; final invoice within 30 days; survival of sections 7–12, 15–18.

14. Marketing Assets & Image Requirements

Provide rights‑cleared images free of watermarks/text:

• 1:1 ≥700×700,
• 16:9 ≥1280×720,
• 9:16 ≥1080×1920,
• logo 1:1 ≥120×120.

15. Anti‑Bribery, Sanctions & Export

Each party complies with applicable anti‑bribery, sanctions, and export control laws.

16. Force Majeure

Neither party is liable for delay or failure due to events beyond reasonable control; the affected party will notify and mitigate.

17. Assignment & Subcontracting

Merchant may not assign without Pulse’s consent. Pulse may assign to affiliates or in connection with a merger/reorganization/sale. Subcontracting is permitted with responsibility retained.

18. Notices

Notices must be in writing to the contacts in the Merchant Agreement and are deemed delivered upon receipt (or email when confirmed).

19. Governing Law & Forum

Selected in the Merchant Agreement: DIFC law + DIFC Courts or DIFC law + DIAC arbitration (DIFC seat) or Singapore law + Singapore Courts as stipulated in Merchant Agreement.

20. Entire Agreement; Waiver; Severability; Counterparts; E‑signature

This Agreement is the entire agreement; amendments must be in writing; waiver must be explicit; invalid terms are severed; counterparts and e‑signatures are valid.

Schedule 1 — Data Processing Addendum (controller–processor)

1. Subject Matter & Duration

Processing personal data to operate Offers, provide reporting and support; duration equals the Term plus data‑return/archival periods.

2. Roles

Where Merchant instructs Pulse to process personal data on Merchant’s behalf (e.g., redemption matching, reporting), Merchant is Controller and Pulse is Processor. Pulse may engage sub processors from time to time.

3. Categories & Types

Data subjects: Consumers; Merchant personnel (limited). Data: identifiers (member IDs, masked PAN/BIN for CLO, MID), contact and device metadata where applicable, offer/redemption metadata, store/branch info.

4. Processing Instructions

Pulse processes personal data only on instructions from Merchant, including permitted international transfers.

5. Security

Pulse maintains appropriate technical and organizational measures (access control, encryption in transit/at rest where applicable, logging, backups, secure SDLC and change control).

6. Breach Notification

Pulse notifies Merchant without undue delay after becoming aware of a personal data breach affecting Merchant data and cooperates with investigations, notifications, and remediation.

7. Assistance

Pulse reasonably assists with data subject requests and DPIAs relevant to Catalyst processing.

8. Audit

Upon reasonable notice, Merchant may review relevant summaries of Pulse’s security controls or third‑party audits; on‑site audits available where required by law.

9. Return/Deletion

Upon termination, Pulse will delete or return personal data within 60 days, except where retention is required by law or for legitimate archival purposes.

10. Transfers

Where required, standard contractual clauses (or local equivalents) apply to international transfers.

Schedule 2 — Card‑Linked Offers (CLO) Appendix (if applicable)

• Eligibility, MCC/BIN scope, MID: document eligible MCCs, BIN ranges, and issuer restrictions.

• Match logic & privacy: only hashed/masked card data processed; retention minimal and purpose‑limited.

• Settlement & reconciliation: timelines, dispute windows, chargeback handling, fraud rules.

• Network/issuer compliance: parties will comply with applicable network and issuer rules.