Rokt Network Incentive Program

• Partner-Led Advertising Campaigns
• Rokt Ads Reinvestment
• Rokt Credits
• Preferred Payment Provider

1. PARTNER-LED ADVERTISING CAMPAIGNS

These terms are effective as of the date You agree to the underlying Rokt Ecommerce Services Agreement (the “Agreement”) and are incorporated into the Agreement by reference therein. Capitalized terms which are not defined herein will be given the meaning as set forth in the Agreement.

1.1 Partner-Led Advertising Campaigns. Notwithstanding the Standard Revenue Share provision in the Agreement, Partner may earn supplemental revenue share (i.e., the Partner-Led Advertising Campaign Revenue Share as defined below) where Partner has materially contributed to the sales and business development process for an Eligible Advertiser’s (a “Partner-Led Advertiser”) use of the Rokt Platform, subject to the requirements set forth herein. In order to be eligible to earn the Partner-Led Advertising Campaign Revenue Share, the following requirements (the “Partner-Led Advertising Campaign Requirements”) must be met:

• a) Campaign Eligibility. Partner must materially contribute to the Rokt sales process relating to an Eligible Advertiser, including, by way of example, providing assistance with client communications, sales pitch materials, media and budget planning, audience and targeting insights, and commercial contracting. For the purpose of this section, an “Eligible Advertiser” is an Advertiser that has entered into an agreement directly with Partner and is: (i) new to the Rokt network, namely, has not previously run an Advertising Campaign with Rokt and has never been a client of Rokt (a “Net New Advertiser”); or (ii) making an incremental commitment to spend on the Partner Site(s) more than 200% over the previous quarter’s spend for each subsequent quarter covered by that Advertiser’s agreement, in which case they will remain an Eligible Advertiser for so long as their spend in a given quarter exceeds this amount.

1.2 Partner-Led Advertising Revenue Share. Where the Partner-Led Advertising Campaign Requirements have been satisfied (as determined by Rokt in its sole discretion), Rokt shall invoice Partner for 20% (“Partner-Led Advertising Revenue Share”) of the fees billed and collectable by Partner in connection with the Partner-Led Advertising Campaign, provided however that such amounts may be applied to and offset any Partner Revenue Share or other amounts due to Partner from Rokt, to the extent applicable . Additionally, if the campaign of the Partner-Led Advertiser extends across the Rokt network (i.e. on the website(s) of other Network Members), Rokt shall pay Partner a portion of any charges invoiced and collected by Rokt equal to 10% of the applicable Advertiser Receipts attributable to the Advertising Campaigns of that Partner-Led Advertiser for twenty-four (24) months from the commencement of such campaign. Where Partner and the applicable Partner-Led Advertiser enter into a direct agreement (without Rokt as a party), Partner shall incorporate Rokt's advertiser terms, located at https://www.rokt.com/terms-for-advertisers/; the IAB's Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0; or substantially equivalent terms ("Advertiser Terms"), and must disclose such contract to Rokt upon request.

1.3 New Advertiser On-Site Activity Incentive. Where a Partner-Led Advertiser is a Net New Advertiser and the Partner-Led Advertising Campaign Requirements have been satisfied, Rokt shall pay Partner a portion of any charges invoiced and collected by Rokt from such Partner-Led Advertiser equal to 100% of the applicable Advertiser Receipts attributable to the Advertising Campaigns of that Partner-Led Advertiser on the Partner Website(s) for a period of six (6) calendar months from the commencement of such campaign. Following those six (6) months, provided the Partner-Led Advertising Campaign Requirements continue to be met, payment will revert to the Partner-Led Advertising Revenue Share.

2. ROKT ADS REINVESTMENT

2.1 Rokt Ads Reinvestment. Partner may participate in the reinvestment bonus program outlined below (“Rokt Ads Reinvestment”).

2.2 Eligibility. To be eligible, Partner must spend a portion of its Partner Revenue Share as an Advertiser with Rokt pursuant to a separate Advertiser Agreement to run Advertising Campaigns across the Rokt Network (the “Reinvestment Amount”). For the avoidance of doubt, Partner must simultaneously be a Partner and an Advertiser using Rokt Ecommerce and Rokt Ads, respectively, to receive the benefits of Rokt Ads Reinvestment.

2.3 Reinvestment Bonus. Where Partner satisfies the requirements of Section 2.2, Rokt will provide Partner a bonus equal to twenty percent (20%) of the Reinvestment Amount which will be reflected in the relevant invoice for that month (the “Reinvestment Bonus”).  Rokt will process the Reinvestment Bonus on a monthly basis. By way of example, if Partner spends $150,000 of its Partner Revenue Share as an Advertiser on Rokt in a given month, Rokt shall provide to Partner a $30,000 Reinvestment Bonus.

2.4 Applicability. For the avoidance of doubt:

• (a) the Reinvestment Amount will be calculated solely based on Partner’s spend activity on Advertising Campaigns under an Advertiser Agreement to which Partner is a contracting party, provided however that the Reinvestment Amount may also include the spend activity of Partner’s Affiliate(s) on Advertising Campaigns under an Advertiser Agreement, subject to Rokt’s prior written approval in its sole discretion;
• (b) the Reinvestment Bonus shall be calculated and applied on a monthly basis and shall not accrue beyond the applicable month in which the relevant spend activity occurred; and
• (c) where Partner’s advertising spend exceeds the Partner Revenue Share in a given month, the Reinvestment Amount will be equal to the value of the Partner Revenue Share.

3. ROKT CREDITS

3.1 Participation. These terms are effective as of the date You agree to the underlying Rokt Ecommerce Services Agreement (the “Agreement”) and are incorporated into the Agreement by reference therein. Notwithstanding the Standard Revenue Share provision in the Agreement, upon Rokt’s written approval, Partner may elect (via opt-in mechanism in the Rokt Platform or other written communication) (“Rokt Credit Commencement”) to participate in the credit program outlined below (the “Rokt Credit Program”).

3.2 Eligibility. As a condition of eligibility to participate in, and receive the benefits of, the Rokt Credit Program, Partner agrees as follows:

• (a) For a period of three (3) years starting from the Rokt Credit Commencement (the “Credit Term”), Rokt will be the Partner’s exclusive provider of post-purchase, payments, and add-to-cart marketing services substantially similar to those contemplated in the Agreement with respect to the Partner Content Area(s); and
• (b) Partner will participate in joint marketing efforts with Rokt during the Credit Term, including co-branded webinars, case studies, joint speaking engagements, promotional campaigns, or other initiatives mutually agreed upon by the Parties.

The above requirements collectively make up the “Eligibility Requirements”.

3.3 Rokt Credits. Rokt Credits will accrue and be allocated to all Partners who meet the Eligibility Requirements in the following manner:

• (a) Initial Credit Allocation. If Partner has, as at the Rokt Credit Commencement, (i) earned Standard Revenue Share under the Agreement in the amount of at least one million U.S. dollars ($1,000,000) (the “Revenue Threshold”), and (ii) been running Advertising Campaigns for at least twelve (12) months, Partner will receive a credit equal to five percent (5%) of the Standard Revenue Share earned in the twelve (12) months preceding the Rokt Credit Commencement (the “Initial Credit Allocation”). The Initial Credit Allocation will be available for use by Partner within thirty (30) days of the Rokt Credit Commencement.
• (b) Ongoing Credits. Beginning in the first full calendar month after Partner achieves the Revenue Threshold, as confirmed by Rokt in writing, Partner will receive credits equal to five percent (5%) of the Standard Revenue Share generated during the preceding calendar month of the Credit Term (the “Ongoing Credits”). Ongoing Credits will be made available for use by Partner on the first day of the following month.

The Initial Credit Allocation and the Ongoing Credits are collectively referred to as “Rokt Credits.” Eligibility to earn Rokt Credits ends upon expiration of the Credit Term.

3.4 Permitted Use of Rokt Credits. Rokt Credits are intended to be used to drive new growth initiatives. Examples include:

• (a) fees for Rokt SaaS services;
• (b) development and resourcing costs related to improvement, trial or adoption of Rokt products;
• (c) running new campaigns on Rokt Ads;
• (d) building new revenue streams via Rokt Catalog or Rokt Catalog for Brands;
• (e) joint marketing activities;
• (f) any other use as agreed in writing between the Partner and Rokt.

Applied Rokt Credits will be reflected on the next applicable invoice, with amounts itemized.

3.5 Expiration and Restrictions. The following apply to all Rokt Credits:

• (a) Rokt Credits expire twelve (12) calendar months from accrual and are automatically forfeited if unused.
• (b) Rokt Credits are non-transferable, non-refundable, have no cash value, and may not be redeemed for cash or applied to previously invoiced amounts.

3.6 Termination or Breach. In the event, prior to the end of the Extended Term:

• (a) Partner actually or constructively terminates any Agreement for Rokt Services (including by disabling the Rokt Placement);
• (b) Rokt terminates the Agreement for cause; or
• (c) Partner fails to meet any of the Eligibility Requirements,

then (i) the Rokt Credit program will automatically terminate, (ii) any unused Rokt Credits shall be forfeited, and (iii) Partner shall, within thirty (30) days, reimburse Rokt for the full value of all Rokt Credits used to date. Rokt may enforce such clawbthen (i) the Rokt Credit program will automatically terminate, (ii) any unused Rokt Credits shall be forfeited, and (iii) Partner shall, within thirty (30) days, reimburse Rokt for the full value of all Rokt Credits used to date. Rokt may enforce such clawback either by direct reimbursement from Partner or, at Rokt’s election, by offsetting the value of the used Rokt Credits against any amounts otherwise payable by Rokt to Partner under the Agreement, including but not limited to the Standard Revenue Share.

4. PREFERRED PAYMENT PROVIDER

4.1 Preferred Payment Provider Incentive. Notwithstanding Clause 3.6 (Standard Revenue Share) of the Agreement, where Partner has a preferred or exclusive relationship with a Payment Provider (i.e. for a co-branded credit card or an exclusive payments solution on the payments page of the Partner Website(s)) (“Preferred Payment Provider”), and subject to Partner’s satisfaction of the requirements set forth in this Section 4, Partner will receive, the Preferred Payment Provider Incentive (described below). In order to be eligible to receive the Preferred Payment Provider Incentive, the following requirements must be met:

• (a) Payments Page Placement: Partner has implemented the Rokt Placement on the payments page in accordance with the Hosting and Management Requirements;
• (b) Payment Provider Relationship: Partner has a contractual agreement directly with the Preferred Payment Provider stipulating the terms of the relationship; 

(collectively, the “Preferred Payment Provider Incentive Requirements”).

4.2 Preferred Payment Provider Fee Waiver. Where the Preferred Payment Provider Incentive Requirements have been satisfied (as determined by Rokt in its sole discretion), Partner shall be entitled to 100% of the Advertiser Receipts generated via the payments page and confirmation page associated with that Preferred Payment Provider’s Campaigns (the “Preferred Payment Provider Incentive”), for the duration of the Exclusivity Term (defined below). For the avoidance of doubt, the requirements and incentives set forth in these Sub-Sections 4.1 and 4.2 shall only apply to one (1) Preferred Payment Provider so designated by the Partner.

4.3 Exclusivity Term. Notwithstanding anything to the contrary in Clause 8.1 of the Agreement, the Parties acknowledge and agree that, should Partner take up the Preferred Payment Provider Incentive, the Agreement shall be extended as of the date of this Amendment by, and remain in effect for, a period of three (3) years during which neither Party shall have the right to terminate for convenience, subject to the exclusivity conditions set forth in Clause 3.2 of the Agreement (the “Exclusivity Term”). After the Exclusivity Term, this Agreement shall auto-renew for successive three (3)-year periods unless written notice of an intent to opt out of such renewal is provided by any Party at least thirty (30) days before such renewal date. 

4.4 Exclusivity Conditions. During the Exclusivity Term, Rokt will be the Partner’s exclusive provider of in-transaction (payments page) and post-purchase (confirmation page) performance marketing services substantially similar to those contemplated in this Agreement with respect to the Partner Content Areas. For the avoidance of doubt, nothing in the foregoing shall restrict Partner from working contemporaneously with third parties providing static functional payment options that enable customers to complete a transaction using a particular payment method, sponsored listing services, or retail media networks.

“Payment Provider” means any financial services provider that makes offers via Payments Page Placements pursuant to an agreement between such financial services provider and Rokt.

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Version: January 2026

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