↗Version effective: November 12, 2026; contractual effective date: the date on which an authorized Merchant accepts these Terms with an applicable Order
Provider: PMPS INC., Delaware corporation (“Provider”); or PMPS Canada Inc. only when expressly named in the Order.
Customer: The merchant or authorized commercial entity in the Order (“Merchant”).
1. Contract documents and precedence
These Terms, the signed Order, mutually approved Campaign Schedules, Data Processing Addendum (“DPA”), Security Schedule and expressly incorporated Acceptable Use Policy form the “Agreement.” They govern IncentivPay merchant services, including the applicable website and campaign tools, ecommerce or POS integrations, hosted entry flows, merchant analytics, outcome verification and reward administration. If documents conflict, the following order prevails: an executed negotiated amendment, then the Order and approved Campaign Schedule for campaign economics, then the DPA for personal-data processing, then these Terms, then other schedules. Separately signed reseller or distribution agreements control their defined relationship and are not displaced merely by publication of these Terms.
2. Services and authorized scope
Provider makes agreed campaign-management tools and technical integrations available subject to approved configuration and availability. Provider may work with merchants, agencies, loyalty distributors, checkout platforms and POS vendors. The Order identifies enabled channels, eligible markets, integration access, authorized merchant accounts, support arrangement, service term and applicable service fees. Merchant grants Provider the narrowly scoped right to use merchant marks, content, approved websites and event-transaction data to perform the Services and prepare approved assets. Public co-marketing, logo use or case studies require prior written approval unless separately granted.
3. Campaign design, approval and launch conditions
Every live campaign requires an approved Campaign Schedule identifying: sponsor and prize obligor; merchant and outlet; target jurisdiction and industry; eligible population; reward type and maximum; funding and exposure budget; qualifying transactions or free-entry route; event statement and resolution source; opening, entry cutoff and resolution times; fallback benefit; payout obligations; refunds and chargebacks; marketing assets and approvals; campaign-specific Official Rules; and assigned operational responsibilities. No campaign launches without recorded Merchant approval and Provider's documented legal/technical checks. Neither party may make unilateral modifications that adversely affect already accepted valid entries.
Merchant warrants that each promotional claim, product, eligibility decision, customer communication and brand asset it supplies is accurate and lawful. Provider may reject or suspend a requested campaign for reasonable fraud, licensing, consumer-safety, market-manipulation, data-access or regulatory concerns and will communicate the reason and applicable disposition of existing entries. Provider does not promise authorization of every event, state, industry or reward structure.
4. Free-entry and consumer-protection duties
Where needed for a promotion to be lawful, the Campaign Schedule must specify a genuine free-entry mechanism with legally required equal treatment of timing, chance, prize opportunity and entry burden, including a compliant method for a non-purchaser to receive the approved equivalent of a “purchase refunded” prize. No purchase necessary cannot be implemented as a nonfunctioning link, inaccessible mail process, paid points requirement or marketing-consent condition. Neither Provider nor Merchant may use a no-purchase statement to avoid state filing, bonding, prize-payment, consumer advertising or gaming law. Merchant and Provider allocate compliance tasks in the Campaign Schedule, and each remains accountable for duties imposed on it by law.
5. Fees and amounts due
Merchant pays only fees specified in its Order or Campaign Schedule. The schedule states whether charges are per qualified entry, per transaction, based on reward cap or otherwise, and separately identifies subscriptions, setup, taxes, partner fees and pass-through expenses. Unless explicitly agreed, fees on a reward cap are not fees on the customer's full order value. Provider will issue detailed invoices or usage statements and disclose credits and refunds. No additional third-party integration cost may be incurred in Merchant's name without its prior written approval.
6. Reward exposure, funding and reserve
Merchant or the expressly identified sponsor is primarily obligated to fund, honor and distribute every validly awarded merchant promotion benefit. The Campaign Schedule states the prepayment, reserve, credit approval or other lawful funding arrangement and identifies who holds funds and when funds are released. Merchant warrants that approved budget and cash availability can cover all promises to validly accepted entrants under the design. Any cap must be enforced before additional entry acceptance, not used later to reject valid earned awards. Provider may pause new entries when the approved admission ceiling has been reached or funding is no longer adequate, while preserving rights of accepted entrants.
Hedging is separate. If Provider or an approved counterparty offers risk management, market execution or a funding facility, the parties must sign a separate schedule specifying permissions, ownership of positions, fees, margin, slippage, losses, counterparty risk, data rights and regulatory duties. No hedge, market quote or insurance is guaranteed by these Merchant Terms, and hedging failure does not extinguish any valid consumer obligation. No party may access a merchant financial or prediction market account except under express authorization and applicable law.
7. Verification, settlement and records
The published official event definition and source control consumer award determinations. Provider will maintain an auditable ledger of entry ID, qualifying amount or free-entry path, timestamps, approved cap, outcome source, status changes, payment or redemption status and manual corrections, subject to privacy law. If a source is unavailable or results conflict, apply the pre-approved hierarchy and consumer dispute procedure. Merchant shall provide accurate refund, cancellation and redemption feeds timely enough to meet campaign obligations. Each party will retain legally required promotional records and assist with regulator and customer requests in its allocated scope.
8. Data protection and security
Each party complies with applicable privacy, advertising, security and breach-notification laws. For Merchant personal data processed on Merchant's instructions, the DPA applies; for Provider website leads, platform security and other independently determined purposes, Provider acts in its own capacity as described in the Privacy Policy. Merchant represents that it has lawful authority and provides required notice to transfer supported checkout and loyalty fields. Provider will apply reasonable security measures and the Security Schedule where expressly incorporated in an accepted Order, limit personnel access and not use Merchant's identifiable consumers for unrelated cross-merchant campaigns or sell them as leads except as permitted by a separate valid lawful agreement. Both parties will provide reasonable incident cooperation and timely notice as contractually specified.
9. Integrations and rights
Merchant shall maintain authorized access to its ecommerce, loyalty, POS, payment and messaging providers; configure required webhooks; and comply with their terms. An integration or marketplace submission does not imply platform certification, partner approval or permission to access source data until actual authorization has been obtained. Provider is not liable for a third party's independent outage or revocation, but will promptly notify Merchant when it materially affects a campaign and take reasonable mitigation measures. Provider may not repurpose Merchant's data or proprietary materials beyond the agreed scope.
10. Campaign creative, intellectual property and marketing
Each party keeps ownership of its preexisting IP. Provider grants Merchant a limited term license to use expressly delivered campaign materials, SDKs and software for the contracted campaign only. Merchant grants Provider a limited license to use campaign inputs and marks to perform approved services. Merchant is responsible for acquiring third-party rights, including sports league/team marks, event photography, influencer content and advertising platforms, unless expressly assigned otherwise. No press release, partnership endorsement, or named case study is permitted without written approval. No fraudulent performance claims or fabricated endorsements are permitted.
11. Legal compliance and prohibited campaigns
Merchant complies with laws governing its sale, offers, returns, consent and messages, sector licenses, age restrictions and product claims. Provider complies with laws governing its own technology, processing and tasks assigned in Campaign Schedules. Each party cooperates on state promotion review, registration, bonds, tax reporting and truthful advertising where required. Campaigns involving political/election or macroeconomic events, alcohol, tobacco, cannabis, financial instruments, healthcare, minors or controlled categories require separate legal clearance and may be excluded under Provider policy. Neither party may manipulate an outcome or misuse market-sensitive information.
12. Service commitments and support
Provider will use commercially reasonable efforts to provide contracted services and remedy reproducible defects. Support hours, response targets, any uptime service level, credit or service warranty are described in the Order or service schedule. Unless expressly agreed, this Agreement does not promise specific conversion lift, revenue, retention, probability accuracy or availability of a market hedge. Beta features are identified as such and cannot be used in production prize issuance without the requisite reliability and approval.
13. Disputes and customer remedies
Merchant shall provide a working consumer support channel and cooperate on claims; Provider shall support technical investigation and records within the scope of its role. The Campaign Schedule identifies the customer-facing dispute owner and award deadline. Each party shall avoid making a consumer wait through intercompany allocation disputes. Where a valid award is due, the designated sponsor remains obliged to provide it regardless of financial reconciliation between businesses.
14. Confidentiality
Each party protects nonpublic technical, commercial, personal and financial information of the other using reasonable care and uses it only to perform the Agreement. Exceptions apply to information lawfully public, already known without duty, independently developed, lawfully received without restriction, or disclosed under legal compulsion with permitted notice. Confidentiality obligations survive for three years after termination, and trade secrets remain protected for so long as they qualify under applicable law.
15. Indemnification
Merchant shall defend and indemnify Provider against third-party claims arising from Merchant's unlawful products, false offer claims, use of unlicensed brands, inaccurate eligibility or promotional instructions, and failure to honor funded prizes, to the extent caused by Merchant. Provider shall defend and indemnify Merchant against third-party claims arising from Provider's unauthorized software IP use, its material breach of privacy/security duties or its independently unlawful services, to the extent caused by Provider. Neither party is responsible for the other's negligence, fraud or willful misconduct under this clause. Defense control and any settlement that binds the other party require prompt written notice, reasonable cooperation and the affected party's consent, not to be unreasonably withheld. No indemnity transfers an obligation or penalty that law prohibits transferring.
16. Limits of liability
Subject to the express exceptions below, each party's total liability under an accepted Order is limited to the fees paid or payable for that Order during the 12 months immediately preceding the event giving rise to liability, or the amount otherwise stated in the accepted Order. Neither party is liable for indirect or consequential business losses to the extent permitted by law. This limit does not excuse fees or reimbursement amounts due, valid consumer prize obligations, fraud, willful misconduct or duties that cannot legally be capped. Liability for confidentiality, data protection, intellectual property or indemnification claims is governed by any applicable Order-specific limit or the extent that applicable law permits a limitation. The parties shall identify the campaign's maximum award exposure, sponsor and funding responsibilities before accepting entries.
17. Term, termination and wind-down
The Order defines the initial term, auto-renewal if any, termination rights and notice. A material breach may be terminated following 30 days' written notice and opportunity to cure, except urgent security or illegality may require immediate restriction. On termination the parties will stop new campaign entries, preserve existing participants' accrued rights, complete or transfer outstanding rewards, reconcile prepaid amounts and accrued fees, and return or delete data under the DPA. No premature service cutoff may prevent lawful claims on an already accepted entry. Transition assistance, data format and costs should be identified before launch.
18. General provisions
The parties are independent contractors. Neither may bind the other beyond an explicit authorization. Neither may assign the Agreement except for an approved business transfer that preserves obligations, or as otherwise negotiated. Notices go to addresses in the Order. Delaware law and Delaware courts govern, except mandatory laws applicable to consumer campaigns or a separately signed regional schedule. Invalid provisions are severed without invalidating the remainder; waivers must be express. Order modifications must be in writing or an authenticated approved electronic workflow.
Acceptance: The Order must identify parties, signatories, product and campaign modules, fees, economic liability, jurisdiction, support, data sharing, documents incorporated and effective date.