Rokt Catalog – Additional Terms
These specific Rokt Catalog terms (“Additional 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. Rokt Catalog. Partner may use the Rokt Platform to use Rokt Catalog, a platform through which Rokt acts as an intermediary between e-commerce companies looking to sell third-party products on their e-commerce websites and/or applications (such websites and applications hereafter referred to as “Storefronts”), and companies who wish to have their products made available for sale on such Storefronts via the Rokt Platform (“Brands”). Rokt’s provision of access to Rokt Catalog and related services as an intermediary, facilitating the collaboration between Storefronts and Brands, shall collectively be referred to as the “Services” for the purposes of these additional terms.
2. Brands. Rokt maintains relationships with third-party Brands whose products (hereafter referred to, together with all products of Brands sold through the Storefront, as “Brand Inventory”). Partner has expressed an interest in selling on its own Storefront. Rokt shall work with Partner to select specific Brands to incorporate into Partner’s Storefront to facilitate the sale of Brand Inventory specifically curated by Partner.
3. License Grant. Notwithstanding anything to the contrary in the Agreement, Rokt hereby grants to Partner a limited, non-exclusive, non-transferable, non-assignable (except as set forth herein) license, to access, use, and display the Rokt Platform for the specific purpose of selling Brand Inventory to customers through the Partner Storefront. Partner will acquire no right, title, or interest in the Brand Inventory, the Rokt Platform, or Rokt or Brand’s trademarks, copyrights or other intellectual property, except for the rights and licenses granted in these Additional Terms.
4. Fees & Payments.
4.1. Storefront Commission. Prior to Brand Inventory being incorporated into the Storefront, Rokt shall work with Partner and Brands to facilitate the negotiation of a commission that Partner shall receive for all transactions facilitated by the Rokt Platform (“Storefront Commission”), which shall be agreed to by and between Partner and each Brand via separate written agreement. Partner shall be automatically charged upon the sale of Brand Inventory to the designated payment method for the cost of the product less the Storefront Commission and adjusted for the applicable shipping arrangement as agreed upon between Partner and Brand and so designated within the Rokt Platform settings (the “Net Brand Revenue”). Rokt will, within 24 hours following collection of the Net Brand Revenue, pay the Net Brand Revenue to the applicable Brand. As between the parties, Rokt is solely responsible for making all payments to Brands hereunder.
4.2. Partner Fee. Rokt will charge Partner, and Partner shall pay to Rokt, in accordance with terms of these Additional Terms, a fee of 1% of the gross merchandise value of Brand Inventory sold by Partner. Partner shall pay any net amounts due to Rokt as shown on any invoice within thirty (30) days of receipt of such invoice or as set forth in the Rokt Platform.
4.3. Partner-Referred Brand Transaction Fee. Partner has the option to onboard non-Rokt Network Brand Partners via Rokt. Brand Partners of Partner that Partner refers themselves to onboard via Rokt’s Brand onboarding process (i.e. not Partner’s existing marketplace onboarding process), and beyond the Rokt Discover network, will be charged a success fee of 5% of product sales value for all orders facilitated by Rokt platform.
4.4. Payment Processing Fees. Brands will be charged transaction fees amounting to 0.4% of the Net Brand Revenue for each transaction conducted under Section 5.2 above. If Partner opts to use Automated Clearing House (ACH) for transactions under Section 5.3, Partner will pay a fee of 0.4% of the Net Brand Revenue for each transaction. If Partner chooses to process transactions under Section 5.2 using a credit card, Partner will pay a fee of 2.5% of the Net Brand Revenue plus a fixed amount of $0.30 per transaction. If the Partner opts to pay via Stripe Invoice solution (rather than directly through the Rokt Platform), an extra fee of 0.5% of the Net Brand Revenue will be assessed.
4.5. Payment Flow Terms. All payments to Rokt, including but not limited to the Storefront Commission, and any other applicable fees, must be processed through Rokt's designated payment processing system. The Partner agrees to adhere to Rokt's prescribed flow of funds, ensuring that all financial transactions are conducted in a manner that is secure, efficient, and in compliance with applicable laws and payment processing requirements.
5. Support. Rokt will provide a point of contact for Partner within Rokt’s customer support, customer experience, or implementation functions. Rokt shall assist with Brand onboarding, monitor Brand order flow, periodically build new features if key functionality does not work as intended, and provide support and advice regarding Brands pricing and transaction fees. In addition, Rokt will provide a Dedicated Customer Success Manager, which includes weekly meetings, quarterly business reviews, initial onboarding, platform demonstrations, customized seller requirement guidance, and test order confirmation support. Comprehensive support services will also be offered, including seller support for in-network and out-of-network brands, email, chat, and phone support, as well as retailer support per Section 11 SLA.
6. Term and Termination.
6.1. Term. These Additional Terms shall commence on the Effective Date and shall continue for an initial period of __________, unless earlier terminated as set forth in these Additional Terms (the “Initial Term”). After the Initial Term, the terms shall continue (the “Subsequent Term”); provided that the parties shall have the right to amend the terms of these AdditionalTerms in writing, upon mutual agreement. The Initial Term, together with theSubsequent Term, shall be referred to collectively as the “Term.”
6.2. Termination and Suspension. Either Party may terminate these Additional Terms upon thirty (30) days’ prior written notice to the other Party after the Initial Term. Either party may terminate these Additional Terms as permitted under the Agreement without prejudice to any other right or remedy.
6.3. Effect of Termination. Upon termination or expiration of these Additional Terms, (a) Rokt will cease providing Partner with the Services and; (b) Partner’s rights under Section 7 of the Terms will survive with respect to Brand Inventory that Partner may feature on the Storefront, though the Brand Inventory may be taken offline; (c) Following termination, the rights and obligations of any provisions of the Agreement which by their nature should survive termination or expiration, shall so survive, and each party will discontinue use of, return or destroy, and retain no copies of, all confidential information of the other party in its possession.
6.4. Termination Fee. If the Partner terminates these Additional Terms prior to the completion of the Initial Term, or if Rokt terminates these Additional Terms prior to the completion of the Initial Term due to an uncured material breach by Partner, the Partner will pay Rokt the remaining balance of the total contract amount. In the event the Termination Fee is not paid within these 30 days, the Partner will be automatically charged the Termination Fee to the payment method on file.
7. Relationship of the Parties. Rokt acts only as an intermediary to facilitate – and not to direct or control – any partnerships, communications, and transactions among Partner and Brands. Rokt is not a party to any relationship or separate agreement entered into between or among Storefronts and/or Brands, and Rokt disclaims any and all liability relating to any such agreement. Any purchase of Brand Inventory or products offered by Storefront directly is a direct relationship between such customer and Storefront and/or Brand, as applicable, and is subject to the terms agreed upon by them. Rokt disclaims any and all liability for the actions or inactions of any Brand and its performance on the Storefront, and Rokt shall not be responsible for the supply, availability and/or quality of any Brand Inventory.
8. Indemnification. Each party (as "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from any third-party claim, suit, action or proceeding (each, a "Third-Party Claim") arising out of or resulting from: (a) the Indemnifying Party's material breach of any representation, warranty, covenant or obligation under these Additional Terms; (b) any grossly negligent or more culpable act or omission of the Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations under these Additional Terms; or (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the grossly negligent or more culpable acts or omissions of the Indemnifying Party (including any reckless or willful misconduct). The Indemnified Party shall promptly notify the Indemnifying Party in writing of any Third-Party Claim and cooperate with the Indemnifying Party at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall immediately take control of the defense and investigation of such Third-Party Claim and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not settle any Third-Party Claim in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnified Party's failure to perform any obligations under this Section shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.
9. Exclusivity. Except for wholesale relationships, during the Term and for twelve (12) months thereafter (the"Restricted Period"), any partnerships, or collaborations that are facilitated through, discovered through, or resulting from the Rokt Platform (collectively, "Platform Relationships") shall be conducted exclusively through the Rokt Platform. Where Partner and another party have no pre-existing business relationship outside of the Rokt Platform prior to their introduction through the Rokt Platform, and both are utilizing the Services, Partner shall not transfer or migrate any Platform Relationship to another platform or service provider, circumvent the Rokt Platform to conduct business directly with such party, or engage in any activities that would compete with or diminish the value of the Services in violation of these Additional Terms. For clarity, all Platform Relationships must be maintained and conducted exclusively through the Rokt Platform during the Restricted Period, and Partner shall not extend or duplicate such relationships on any external platform, marketplace, or service provider that competes with the Rokt Platform.
10. Publicity. Each party will have the right to publicly announce the existence of the business relationship between the parties but only with prior written approval. During the term of Partner’s use of the Rokt Platform and/or Services, Rokt has a non-exclusive, non-sublicensable, worldwide, royalty free right to use Partner’s name, trademarks, image, likeness, logos and branding (collectively, “Brand Marks”) in connection with the Services and marketing materials, including in connection with Rokt’s social media accounts and online and print sales, marketing and advertising activities. Additionally, Rokt is authorized to create and publish a case study detailing the Partner’s use of the Services. Rokt also retains the right to periodically update this case study throughout the term of the Agreement. Nevertheless, the creation, publication, or modification of any case study mandates prior written approval from the Partner. Should the Partner not provide feedback within five business days following the receipt of the proposed case study or its updates, the materials will be presumed approved for publication.
11. Service Level Agreement. Subject to Partner’s payment of the applicable fees and Partner’s compliance with the Agreement, Rokt will provide the following Support Services with respect to the Rokt Platform:
11.1. Incident priorities and initial response time targets after confirmation.
11.1.1. "Incident" means an unexpected failure or degradation in the quality of operation of the Rokt Platform which is reported to Rokt by Partner.
11.1.2. “Enhancement Request” means a recommendation for future product enhancement or modification to add official support and documentation for an unsupported or undocumented feature, or features that do not exist in the Products.
11.1.3. “Response Time” is time taken to acknowledge the receipt of the issue.
11.1.4. “Resolution Time” is time taken to resolve the issue to a satisfactory level.
This SLA serves as a guideline for response and resolution expectations to ensure service reliability and customer satisfaction.
12. General Provisions.
12.1. Limitation on API Write Requests. Notwithstanding any provision to the contrary in the Agreement, the Client shall be restricted to a maximum of five (5) API write requests per second. For the purposes of these Additional Terms, an "API write request" shall refer to any request made to the Service Provider’s system that results in the creation, modification, or deletion of data.
12.2. No Third-Party Beneficiaries.There are no third-party beneficiaries to these Additional Terms.