Product Specific Terms

This Schedule supplements and forms part of the Rokt Ecommerce Services Agreement (the “Agreement”). It sets forth the product-specific terms, definitions, and commercial variables applicable to each Product and Service offered by Rokt. Capitalized terms used but not defined herein have the meanings given in the Agreement. The product-specific terms for a particular Product or Service apply only to the extent that Partner is using such Product or Service.

Part A: Rokt Thanks, Pay+, Shoppable Ads and Engagement

1. TERMS FOR ADS AND ENGAGEMENT CONTENT

Partner may use Rokt Ecommerce for marketing, advertising and promotional activities in conjunction with other Rokt Ecommerce Services, subject to the following terms:

1.1 Advertising Campaigns. Partner shall activate and manage the Advertising Campaigns through the Rokt Platform and/or through a Rokt account manager. For the avoidance of doubt, such Advertising Campaigns may be run via the ‘Rokt Thanks’, ‘Rokt Pay+’ and ‘Shoppable Ads’ experiences.

1.2 Serving Content into the Partner Content Areas. When Advertising Campaigns are active, Rokt will be the Partner’s exclusive provider of post-purchase, payments, and add-to-cart marketing services substantially similar to those contemplated in this Agreement with respect to the Partner Content Areas, and the Rokt Platform will serve Advertiser Content into the Partner Content Areas via proprietary algorithms.  

1.3 Bidding by Advertisers. Advertising Campaigns involve a market mechanism, where eligible Advertising Content is evaluated on multiple factors, including the maximum bid or value and relevance to the particular End Customer, to determine which Advertiser Content should be placed.

1.4 Excluded Advertisers and Advertising Campaign Restrictions. Rokt will not serve Advertiser Content via the Rokt Platform from any Advertiser or vertical designated by the Partner as an Excluded Advertiser in the Excluded Advertisers section of the Partner’s account on the Rokt Platform, which Partner can amend at any time. Furthermore, Partner can elect to limit the functionality of Advertising Campaigns (including the sending of confirmation or reminder emails) via the Rokt Platform in its sole discretion. Changes made via the Rokt Platform are rolled out as soon as technically achievable. Written requests will be processed within one (1) business day of confirmed email receipt.

1.5 Advertiser Content and Requirements; Removal.  Rokt will (i) represent the Rokt Platform fairly and honestly to Advertisers, (ii) not misrepresent the Partner Website(s) or Partner Content Areas to any Advertiser, (iii) ensure that each Advertiser has accepted the Rokt Campaign Policies before accepting any Advertiser Content, and (iv) direct each Advertiser to comply with the Rokt Campaign Policies. Partner may request that Rokt remove Advertiser Content at any time for any reason, and Rokt will ensure that such Advertiser Content is promptly removed.

1.6 Standard Revenue Share. With respect to on-site activity, Rokt will be responsible for all costs associated with sourcing and managing Advertisers. Rokt will invoice and collect any charges paid by Advertisers. Rokt shall pay to Partner a portion of such charges equal to 50% of the Advertiser Receipts attributable to Advertiser Content served into the Partner Content Areas (“Standard Revenue Share”).

1.7 Engagement Campaigns. Rokt US will provide to Partner, free of charge as a complimentary service, the use of Engagement Campaigns as specified in this Agreement or otherwise as agreed from time to time by the Parties. Partner shall activate and manage Engagement Campaigns through the Rokt Platform or Partner’s Rokt account manager. Partner Engagement Content must adhere to the Rokt Campaign Policies. Rokt does not provide creative or design services for hire.  Partner will be solely responsible for the performance of all obligations hereunder in connection with any and all Engagement Campaigns, and Rokt takes no responsibility for the content of such campaigns. Rokt may discontinue the complimentary offer in its sole discretion if it becomes commercially unreasonable.

1.8 Rokt Network Incentives. Notwithstanding Clause 1.6, Partner may earn supplemental revenue share, commissions or incentives by participating in the Rokt Network Incentive Program, further described at rokt.com/rokt-network-incentive-program and subject to the terms set forth therein (which are incorporated by reference in this Agreement).

2. INVOICING AND PAYMENT

2.1 Invoicing. With respect to Advertising Campaigns, Partner authorizes Rokt to generate a recipient created invoice (“RCI”) based on its accounting for the Partner Revenue Share and other amounts due from Rokt, if any, within ten (10) days following the end of each calendar month directly following the month of activity covered by the invoice. Rokt Service Fees, or any fees in connection with Rokt’s provision of advertising services pursuant to a separate marketing order, insertion order, or equivalent ordering document entered into with Rokt or its Affiliates, incurred by the Partner, may be applied to and offset any Partner Revenue Share or other amounts due from Rokt, to the extent applicable.

2.2 Estimation of Cleared Funds. To facilitate the process of paying the Partner earlier, Rokt may estimate the cleared funds prior to the receipt of all funds. Such estimations will be reviewed on or around a quarterly basis.

2.3 Terms of Payment. With respect to Advertising Campaigns, Rokt will pay any net amounts due to Partner as shown on any RCI within forty-five (45) days of the end of each calendar month in which such invoice is created. Throughout the Effective Term, Partner will input and keep current wire transfer payment details via the Rokt Platform.

3. DEFINITIONS

“Advertiser” means any entity (other than Partner or its Affiliates) whose Advertiser Content is served via the Rokt Platform as Advertising Campaigns into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members.  Should Partner wish to act as an “Advertiser” across all Network Members, it shall do so via a separate Advertiser Agreement with Rokt or one of its Affiliates.

“Advertiser Agreement” means an agreement between Rokt or one of its associated entities and an Advertiser under which Rokt agrees to serve the Advertiser’s Advertiser Content via the Rokt Platform as Advertising Campaigns into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members.

“Advertiser Content” means information, data or other content sourced via the Advertising Campaigns that comprises Advertisers’ promotional material and product information intended for serving into the Partner Content Areas via the Rokt Placement.  

“Advertiser Receipts” means (i) monies actually received from Advertisers by Rokt or its associated entities in cleared funds in respect of Advertising Revenue, less (ii) any applicable taxes, commissions, refunds, and any other costs that are jointly agreed upon.

“Advertising Campaigns” means the service of Rokt connecting Advertisers to Partners by publishing Advertiser Content to Partner’s End Customers on the Partner Content Areas and of connecting End Customers to Advertisers by way of Referral, which may be optimized by Rokt by means of using Advertiser Content and confirmations and reminders (including via email) to increase overall engagement and performance. For the avoidance of doubt, Advertising Campaigns include those campaigns run by Advertisers through the ‘Rokt Thanks’, ‘Rokt Pay+’ or ‘Shoppable Ads’ experiences.

“Advertising Revenue” means the total amount that Rokt charges Advertisers for serving Advertiser Content into the Partner Website(s) via the Rokt Platform as part of the Advertising Campaigns, as applicable.

“Shoppable Ads” means the service of Rokt connecting Advertisers to Partners by publishing Advertiser Content to Partner’s End Customers on the Partner Content Areas and of enabling customers to engage with and directly purchase relevant items from Advertisers, as an extension of the transaction.

“Engagement Campaigns” means the provision and use of the Rokt Platform to allow Partner to present campaigns, offers, promotions, information, data or other content which is published by Partner on the Partner Content Areas via the Rokt Placement or otherwise for Partner’s own internal customer engagement initiatives, including but not limited to cross-promotion, referral generation, market research, survey & polling, coupon/voucher distribution, and app download purposes, in addition to the sending of confirmations and reminders (including via email) related to such campaigns.  For the avoidance of doubt, Engagement Campaigns is separate and distinct from Advertising Campaigns and Upsell Campaigns, and excludes third-party advertising and Upsells.

“Excluded Advertisers” means those companies identified as excluded in the Partner’s account on the Rokt Platform, as modified from time to time by Partner on the Platform.

“Net New Advertiser” is as defined in the Rokt Network Incentive Program.

“Partner Engagement Content” means any content provided by Partner to Rokt for the purpose of implementing Engagement Campaigns, including, without limitation, copy, images, APIs, data, catalogue information, links, and format files.

“Partner-Led Advertising Campaign Revenue Share” is as defined in the Rokt Network Incentive Program.

“Partner Upsell Content” means any content provided by Partner to Rokt for the purpose of implementing first-party Upsell Campaigns, including, without limitation, copy, images, APIs, data, catalogue information, links, and format files.

“Reinvestment Bonus” is as defined in the Rokt Network Incentive Program.

“Referral” means any interaction of an End Customer with the Rokt Placement which indicates an affirmative “opt-in” or acceptance to any offer or other intentional interaction of the End Customer with the Rokt Placement, including the purchase of a product, where applicable; by way of example and not limitation, any app download, cross-sell action or upsell action would be a Referral.

“Rokt Network Incentive Program” has the meaning collectively described in this Schedule 1 and at rokt.com/rokt-network-incentive-program

Part B: Rokt Upcart, Rokt Aftersell and Rokt Catalog

4. TERMS FOR PRODUCT CONTENT.

Partner may use Upsell Campaigns (i.e., Partner’s presenting and enabling Upsells, as further defined in Clause 4.3 below, via the Rokt Platform) in conjunction with certain other Rokt Ecommerce Services. If Partner elects to use Upsell Campaigns, this Part B shall apply.

4.1 Provision of Upsell Campaigns. Rokt US will provide to Partner the use of Upsell Campaigns to enable Partner to offer and sell additional first-party or third-party products and services via the Rokt Platform during End Customer transactions on Partner Website(s) in order to achieve Upsells. For the avoidance of doubt, such Upsell Campaigns may be run via the ‘Rokt Upcart’, ‘Rokt Aftersell’ and ‘Rokt Catalog’ experiences.

4.2 First-Party Upsells. To the extent Partner uses Upsell Campaigns to promote and sell its own first-party products and/or services, campaigns may be lodged with Rokt US by providing Partner Upsell Content.  The Partner Upsell Content must adhere to the Rokt Campaign Policies and any hosting and integration requirements provided to Partner from time to time.  Rokt does not provide creative or design services for hire.

4.3 Third-Party Upsells. To the extent Partner uses Upsell Campaigns to promote and sell third-party products and/or services, Partner will instruct Rokt US via its account manager or within the Rokt Platform controls to the extent it requires the exclusion of any specific Upsell Providers or Upsell Provider verticals.

4.4 Fees. Where Partner has enabled Upsell Campaigns, Partner shall pay to Rokt a fee, calculated as follows:

• (a) free of charge for the first six (6) months of a given Upsell Campaign;
• (b) 1% of the Gross Transaction Value generated by each Upsell (“Base Fee”); and
• (c) 2% of the Gross Transaction Value generated by each Upsell (“Success Fee”), in addition to the Base Fee, provided that such Success Fee will only be charged so long as Partner’s Value-Per-Transaction has increased by greater than 10% (reviewed quarterly) in connection with the launch of such Upsell Campaign;

on a monthly basis, as applicable, in accordance with the payment terms set forth in Clause 5 below.

4.5 Additional Terms. Rokt US and Partner may agree from time to time in a services schedule or similar ordering document to custom terms pertaining to pricing, functionality, and Campaign-specific requirements (if applicable), among other things (“Custom Upsell Terms”).  In the event of inconsistency between any such Custom Upsell Terms and the provisions of the body of this Agreement, the Custom Upsell Terms shall prevail.

4.6 Rokt Catalog. Where Partner elects to implement Rokt Catalog, the additional terms set forth at https://www.rokt.com/policies/rokt-catalog-additional-terms shall govern Partner’s use of Rokt Catalog.

5. INVOICING AND PAYMENT.

5.1 Invoicing.

• a) With respect to Upsell Campaigns, Rokt will invoice Partner for all applicable Rokt Service Fees due from Partner in connection with Upsell Campaigns, if any, within ten (10) days following the end of each calendar month during which the Upsells activity covered by such invoice occurred.  
• b) In the event Rokt Service Fees in any invoicing period exceed amounts due to Partner for Partner Revenue Shares, Rokt shall submit an invoice showing such amounts owing from Partner in accordance with Rokt’s standard invoicing process.

5.2 Terms of Payment.

• a)      With respect to Upsell Campaigns, Partner shall pay any net amounts due to Rokt as shown on any invoice within forty-five (45) days of receipt of such invoice, provided that:
  
  • i. in the event that an Upsell Provider is the Merchant of Record in connection with a Provider Upsell Campaign (as described in Clause 4.3), and the Parties have mutually agreed that Rokt will collect any payments owed directly from such Upsell Provider, Rokt will deduct the applicable Rokt Service Fees associated with such campaign, and shall remit the net amount to Partner.
  • ii. in the event that Partner is the Merchant of Record in connection with a Provider Upsell Campaign, and the Parties have mutually agreed that Rokt will pay such Upsell Provider any amounts owed, then Partner will pay to Rokt: (A) any applicable Rokt Service Fee, and (B) any applicable amount Partner owes to such Upsell Provider (which Rokt will subsequently remit to such Upsell Provider).

6. DEFINITIONS.

“Gross Transaction Value” means the gross transaction value that an End Customer pays for an Upsell.

“Upsell” means the successful completion of a purchase by an End Customer of any product or service in connection with an Upsell Campaign.

“Upsell Campaigns” means the provision and use of the Rokt Platform to allow Partner to present End Customers with products or services via the Rokt Placement or via a Rokt Platform integration, during a transaction journey on a Partner Website, with add-to-cart functionality or other means of enabling a financial transaction with Partner from a customer experience perspective, irrespective of Merchant of Record.  For the avoidance of doubt, Upsell Campaigns include both first-party Upsells (via ‘Rokt Aftersell’ or ‘Rokt Upcart’), and third-party Upsells (via ‘Rokt Upcart’).

“Upsell Provider” means any third-party entity whose Provider Upsell Content is integrated with and served via the Rokt Platform, into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members in connection with Upsell Campaigns.  Should Partner wish to act as a “Provider” across other digital properties or assets owned and controlled by other Network Members, it shall do so via a separate Provider Agreement with Rokt.

“Provider Upsell Campaign” means an Upsell Campaign involving an Upsell Provider.

“Provider Upsell Content” means any content provided by an Upsell Provider to Rokt, including, without limitation, copy, images, software, APIs, data, catalogue information, links, and format files for the purpose of implementing third-party Upsell Campaigns.

“Merchant of Record” means the entity which accepts and receives payment directly from an End Customer in connection with Upsells Campaigns.

“Rokt Catalog” means the provision and use of the Rokt Platform to allow Partners to extend their own product catalog with curated third-party products and facilitate the purchase of such products.

“Value-Per-Transaction” or “VPT” means the value generated from Partner’s use of Rokt Ecommerce, measured at the individual transaction level, including product margin from Upsell Campaigns, Partner Revenue Share, and customer lifetime value from Engagement Campaigns. In the context of Upsell Campaigns, an increase in VPT can be the result of an uplift in average order value (AOV) or cart conversion rate (CCR).