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Rokt Affiliate Platform Addendum to Rokt Insertion Order

This Affiliate Platform Addendum ("Addendum") is entered into between ROKT US CORP. ("Rokt") and the advertiser identified in the accompanying Insertion Order ("Advertiser"). This Addendum governs Advertiser's participation in advertising campaigns delivered through the Rokt platform in connection with any affiliate marketing network, marketplace, or platform through which Advertiser's program is administered (the "Affiliate Platform"), and is incorporated into and forms part of the Insertion Order between Rokt and Advertiser. Capitalized terms not defined herein have the meanings given in the Insertion Order. 

Rokt and Advertiser may each, from time to time, access or click through to terms and conditions made available within the Affiliate Platform ("Platform Terms"). The parties acknowledge that such click-through acceptance may be a technical or operational requirement of the Affiliate Platform. To the extent of any conflict or inconsistency between this Addendum and the Platform Terms, this Addendum shall govern. The Platform Terms shall apply only to the extent they are not inconsistent with this Addendum.

The parties agree as follows:

1. Campaign Structure

1.1 Platform. Advertiser may promote its products or services through placements on the Rokt ecommerce engagement platform.

1.2  Affiliate Platform Administration. The following operational aspects of the campaign will be administered through the Affiliate Platform in accordance with the Platform Terms, to the extent not inconsistent with this Addendum:

  • (a) invoicing and payment mechanics (including payment processing timelines); and
  • (b) attribution methodology.

For the avoidance of doubt, the controlling billing measurement for all campaigns shall be the Rokt Platform, regardless of any attribution or reporting data available through the Affiliate Platform.

2. Pricing

2.1  Pricing Model. Campaign pricing will be as set forth in the applicable Insertion Order. Unless otherwise noted in the Insertion Order, fees will be incurred on a dynamic-cost-per-click basis. 

2.2  System of Record. Notwithstanding any reporting or measurement data available through the Affiliate Platform, the Rokt Platform shall serve as the controlling system of record for billing measurement purposes.

3. Advertiser Content and Product Responsibility

3.1  Advertiser Responsibility. Advertiser is solely responsible for:

  • (a) all advertisements, creative materials, copy, and landing pages used in connection with the campaign;
  • (b) the accuracy and legality of any representations made to consumers;
  • (c) the fulfillment, delivery, and performance of any advertised products or services; and
  • (d) compliance with all applicable laws, regulations, and industry standards.

3.2  Representations and Warranties. Advertiser represents and warrants that its advertisements and products will not:

4. Data Use and Responsibilites

4.1  Compliance with Law. Each party will comply with applicable data protection and privacy laws in connection with the campaign.

4.2  Rokt Data Use. Advertiser acknowledges that:

  • (a) Rokt processes data relating to user interactions with advertisements on the Rokt platform; and
  • (b) Rokt may use such data for campaign measurement, optimization, fraud detection, and platform improvement.

4.3  Advertiser Use of Data. Advertiser may use campaign performance data solely for internal analytics and marketing purposes related to its campaigns.

4.4  Data Protection Agreement. The Parties will adhere to and comply with the Data Processing Agreement located at: https://www.rokt.com/policies/data-processing-agreement-advertisers-us.

5. Confidentiality

5.1  Confidential Information. Each party agrees to keep confidential any non-public information received from the other party relating to:

  • (a) business operations;
  • (b) Pricing;
  • (c) technical systems; or
  • (d) campaign performance.

5.2  Permitted Use. Confidential information may be used solely for purposes of performing under this Addendum.

5.3  Permitted Disclosure. Confidential information may be disclosed:

  • (a) as required by law; or
  • (b) to professional advisors subject to confidentiality obligations.

6. Indemnification

6.1  Advertiser Indemnity. Advertiser will indemnify, defend, and hold harmless Rokt and its affiliates from any claims, damages, liabilities, costs, or expenses arising out of or related to:

  • (a) Advertiser advertisements or creative materials;
  • (b) Advertiser products or services;
  • (c) violations of applicable law; or
  • (d) breach of this Addendum.

7. Limitation of Liability

7.1  Excluded Damages. Except as prohibited by applicable law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages.

7.2  Liability Cap. Except for Advertiser's indemnity obligations under Section 6 of this Addendum, each party's total aggregate liability arising out of this Addendum will not exceed the total amount paid by Advertiser for all campaigns run through Rokt in the twelve (12) calendar months preceding the date of the alleged event.

8. Order of Precedence

In the event of any conflict between this Addendum and the Platform Terms, this Addendum shall control. For matters not addressed in this Addendum, the Platform Terms shall apply to the extent they are not inconsistent with this Addendum.

9. General

9.1  Entire Agreement. This Addendum, together with the Insertion Order and the applicable Platform Terms (as qualified herein), constitutes the entire agreement between the parties with respect to campaigns run through the Affiliate Platform and supersedes all prior discussions or understandings relating to the same subject matter.

9.2  Amendment. This Addendum may not be modified except by a written amendment signed by authorized representatives of both parties.

9.3  Severability. If any provision of this Addendum is found unenforceable, the remaining provisions will continue in full force and effect.

9.4  Governing Law. This Addendum shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.

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