Rokt & Aftersell PartnerStack Referral Terms
PARTIES
This Merchant Referral Agreement (this “Agreement”) is between Rokt Pte Ltd (“Rokt SG”), 80 Raffles Place #32-01, UOB Plaza 1, Singapore 048624, Rokt US Corp (“Rokt US”), 175 Varick St, Fl 10 New York, NY 10014, and Beam Commerce Inc., 721-1489 Marine Drive, West Vancouver, BC V7T 1B8 (collectively, “Rokt”), on the one hand, and the person or entity accepting this Agreement through PartnerStack (“Referral Representative”) on the other hand, hereinafter collectively referred to as the “Parties.”
This Agreement becomes effective when Referral Representative accepts it through PartnerStack (the “Effective Date”). By accepting this Agreement through PartnerStack, Referral Representative agrees to be bound by its terms, and the individual accepting this Agreement represents that they have authority to bind Referral Representative. Acceptance of these Referral Terms replaces and supersedes any prior agreement or arrangement between you and Rokt regarding compensation for referrals covered by these Referral Terms.
EXPLANATORY STATEMENT
A. Rokt is seeking to enhance its partner network of ecommerce businesses that have significant transactional volumes (“Rokt Merchants”) for the development of the Rokt Transaction Marketing Platform (“Platform”), with additional complementary brands wishing to acquire new customers and sell products and services through the Platform.
B. Referral Representative has contacts with various key decision makers (“Key Individuals”) employed by or associated with prospective Rokt Merchants (“Target Merchants”).
Referral Representative has agreed to introduce these Key Individuals to Rokt upon the terms set forth below.
The parties agree as follows:
PART A - OPERATIVE PROVISIONS APPOINTMENT, SERVICES & RESPONSIBILITIES
1. Services. Rokt agrees to engage Referral Representative on a non-exclusive basis as an independent contractor to refer certain Key Individuals to Rokt (the “Referral Services”).
2. Referrals
2.1. Referral. If the Referral Representative wishes to refer to Rokt a Target Merchant, it shall submit the referral through PartnerStack, including the information reasonably requested by Rokt regarding the Target Merchant and any relevant Key Individuals (a “Referral Notice”). If (i) there is currently no commercial, business or affiliate relationship between Rokt or any of its affiliates, directors, officers or sales staff and such referred Target Merchant or any of its affiliates, nor has there been any such relationship in the prior 12 months, nor has any Rokt director, officer or sales staff member had any contact with the Key Individuals identified in the Referral Notice at any time within the prior 12 months, (ii) Referral Representative provides a Qualifying Introduction (as defined below), and (iii) within 180 days after the delivery of the Qualifying Introduction, such Target Merchant (A) executes an agreement with Rokt to become a Rokt Merchant in a form satisfactory to Rokt in its sole discretion, and (B) commences generating Network Revenue or SaaS Fees on the Rokt Platform, whichever occurs first (the “Launch”), in connection with one or more ecommerce websites owned or operated by the Target Merchant, then such Target Merchant shall be a “Successful Referral.”
2.2. “Qualifying Introduction” means Referral Representative connecting Rokt to a Target Merchant through a personalized email or other means approved by Rokt that results in a meeting and a product demo between Rokt and the Target Merchant at which there is a demonstration of the Rokt Platform within thirty (30) days, provided that:
- (a) the referral satisfies Section 2.1(i);
- (b) Referral Representative has no employment relationship with or material financial interest in the Target Merchant or any of its affiliates; and
- (c) none of the Target Merchant’s affiliates is, or was during the 12 months before the Referral Notice, a Rokt Merchant.
3. Introduction Only. Referral Representative shall provide introductions only (unless otherwise agreed to in writing) and shall not hold itself, himself or herself out as a representative or agent of Rokt at any time. Referral Representatives shall not be authorized to bind Rokt in any way.
4. Acceptance. Referred Target Merchants are subject to the acceptance of Rokt in its absolute discretion. Rokt reserves the right to determine:
- (a) whether or not to enter into a partnership agreement with a Target Merchant;
- (b) having entered into a partnership agreement with a Target Merchant, whether to continue or terminate that agreement, at any time.
PART B – FINANCIAL ARRANGEMENTS
5. Compensation.
5.1. Subject to the terms of this Agreement, a Referral Representative may earn compensation in respect of SaaS products and Rokt Thanks as set out below. Compensation will be determined based on the products and services actually purchased or activated by the Successful Referral and the Successful Referral’s Monthly Ecommerce Transactions, as applicable.
5.2. Rokt Thanks Referral Bounties. Rokt will pay the Referral Representative the applicable introduction commission (“Intro Commission”) and/or closed won bounty (“Closed Won Bounty”) set out below based on the average number of completed ecommerce transactions processed by a Target Merchant on its ecommerce platform per calendar month (“Monthly Ecommerce Transactions”), as reasonably determined by Rokt based on information provided by the Target Merchant or otherwise available to Rokt.
An Intro Commission is earned when a referral becomes a Qualifying Introduction. A Closed Won Bounty is separately earned when the applicable Target Merchant becomes a Successful Referral. An Intro Commission paid for a Qualifying Introduction will not reduce the Closed Won Bounty payable if that Target Merchant subsequently becomes a Successful Referral. A Target Merchant with 500,000 or more Monthly Ecommerce Transactions is not eligible for an Intro Commission or Closed Won Bounty under this Section 5.2.
5.3. SaaS Commission. For each Successful Referral that purchases or activates a SaaS product, Rokt will pay the Referral Representative a “SaaS Commission” equal to fifteen percent (15%) of the subscription fees actually received by Rokt from that Successful Referral for use of Aftersell, UpCart or other SaaS products designated by Rokt for purposes of this Section 5.3, excluding Network Revenue (as defined below), taxes, refunds, credits and amounts paid for implementation or other professional services (“SaaS Fees”), during the twelve (12) month period beginning on Launch (the “Commission Period”). The SaaS Commission may be earned in addition to any Intro Commission, Closed Won Bounty or Network Commission otherwise payable under this Agreement.
5.4. Rokt Thanks Revenue Share for 500K+ Referrals. If a Target Merchant has 500,000 or more Monthly Ecommerce Transactions, Rokt may, prior to Launch, in its discretion, approve the Referral Representative to receive a “Network Commission” equal to five percent (5%) of the cash revenues actually received by Rokt in respect of the Successful Referral’s ecommerce websites, net of all associated costs, including applicable commissions, sweepstakes costs, service charges, traffic costs, partner revenue share fees and taxes (“Network Revenue”), during the Commission Period. Any such approval must be expressly recorded in PartnerStack or otherwise agreed by Rokt in writing. If Rokt does not expressly approve a Network Commission, no compensation in respect of Rokt Thanks will be payable for that Target Merchant. A Referral Representative receiving a Network Commission for a Target Merchant will not be entitled to any Intro Commission or Closed Won Bounty for that same Target Merchant. For clarity, a Network Commission may be earned in addition to a SaaS Commission for the same Target Merchant.
These terms use “Referral Commission” to collectively refer to the Intro Commission, Closed Won Bounty, SaaS Commission and Network Commission.
5.5. No Duplicate Referral Compensation. A Referral Representative will not be entitled to duplicate compensation for the same product or service under this Agreement or any other Rokt referral or channel partner program or agreement. For clarity, a SaaS Commission may be earned in addition to an Intro Commission, Closed Won Bounty or Network Commission as expressly provided in this Agreement. If a referral could otherwise qualify for duplicate compensation for the same product or service, Rokt will determine which program or agreement applies.
6. Payment Terms.
6.1. Any Intro Commission or Closed Won Bounty will be paid in USD within forty-five (45) days following the end of the calendar month in which it is earned.
6.2. Any SaaS Commission or Network Commission will be calculated monthly and paid in USD within forty-five (45) days following the end of the applicable calendar month.
7. PartnerStack Administration. PartnerStack is used by Rokt to administer certain referral submissions, tracking and payments under this Agreement. PartnerStack is not a party to this Agreement and does not determine Referral Representative’s substantive entitlement to compensation. Rokt may use its own business records, together with PartnerStack records, to determine whether the requirements of this Agreement have been satisfied and to correct administrative or tracking errors in PartnerStack.
8. No Additional Compensation. Aside from the applicable Referral Commission, the Referral Representative shall not be entitled to any other compensation in respect of the Referral Services. The Referral Representative may not charge or accept from the Target Merchant any other fee (directly or indirectly) in respect of the subject matter of the partnership arrangements entered into between Rokt and any Target Merchant, and any such additional compensation shall be reported to Rokt and deducted from any Referral Commission otherwise payable hereunder.
9. Taxes. The Referral Commission shall represent the total compensation (inclusive of any taxes owing) paid under this Agreement. The Referral Representative will pay all taxes, duties and other government charges payable or assessed in connection with payments by Rokt under this Agreement, whether applying as at the date of this Agreement or in the future, including, without limitation, goods and services tax, other value added tax, sales or use taxes, stamp duty and turnover tax, but excluding taxes, duties and government charges assessed on the income of Rokt or its related parties. Rokt may deduct or withhold any amount required by applicable law.
PART C – TERM; TERMINATION
10. This Agreement is ongoing until terminated by either party for any reason on one day’s notice; provided, that termination shall not impact the responsibility to pay any Referral Commission otherwise payable under this Agreement in respect of a Target Merchant for whom a Referral Notice was received by Rokt in accordance with Section 2 prior to the termination date.
11. This Agreement shall terminate immediately if the Referral Representative (if a natural person) or its principal is employed by Rokt or one of its affiliated entities (any entity that directly or indirectly controls, is controlled by, or is under common control with such party (“control” of an entity meaning having >50% ownership or the right to direct the management of the entity)).
PART D – INTELLECTUAL PROPERTY
12. No grant or license. Other than as expressly set out in the Agreement, neither Party will acquire any right, title or interest in any intellectual property rights belonging to the other Party or to the other Party’s licensors.
PART E – WARRANTIES
13. Referral Representative Warranties. The Referral Representative represents and warrants that it will:
- (a) not engage in deceptive, misleading, illegal and/or unethical practices in connection with the Referral Services or the marketing, distribution and use of the Rokt Platform;
- (b) make no false or misleading representations with regard to Rokt and/or the Rokt Platform;
- (c) disclose fully any agreements regarding, financial interests in, or arrangements with, any Target Merchant which Referral Representative owns, holds, or is party to; and
- (d) comply with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain business. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties.
14. Limitation. Except as expressly set out in this Agreement, no warranties or conditions or other terms apply to the Rokt Platform or anything else supplied by Rokt under this Agreement. In particular, no implied terms relating to quality, fitness for purpose or conformance with description will apply. Rokt does not give any warranty, commitment or assurance regarding the value or levels of referrals or the timing of delivery of any referrals for advertising displayed on the Target Merchant’s website or the Platform.
PART F – CONFIDENTIALITY
15. Confidentiality. If a separate NDA has been executed by the Parties, that Agreement is incorporated into this Agreement by reference and the remainder of this paragraph shall not apply. Referral Representative will keep the terms of this Agreement and all information about Rokt’s business, business plans, strategies, customers, suppliers and strategic business relationships (however recorded or disclosed including in writing, orally or in electronic form) (“Confidential Information”) confidential and use it only for the purposes of performing its, his or her obligations under this Agreement. Referral Representative may not disclose the Confidential Information without Rokt's prior written consent except:
- (a) to those of its directors, officers or employees on a need to know basis who have agreed to keep the Confidential Information confidential on terms similar to this paragraph; or
- (b) as required by applicable law.
PART G – GENERAL TERMS
16. Independent Contractors. This Agreement does not create an agency, partnership, or joint venture relationship between the Parties.
17. No Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be assigned.
18. No Subcontracting. The Referral Representative may not subcontract its obligations under this Agreement without the prior written agreement of an authorized signatory of Rokt.
19. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.
20. Amendment. Rokt may amend this Agreement from time to time by making the updated Agreement available through PartnerStack or otherwise providing electronic notice to Referral Representative. Unless Rokt states otherwise, an amendment will apply prospectively from the date specified by Rokt and will not change the compensation applicable to a Referral Notice submitted in accordance with Section 2 before the amendment takes effect. Rokt may require Referral Representative to accept the updated Agreement through PartnerStack as a condition to submitting new referrals or continuing to participate in the referral program.
21. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of New York and applicable United States federal law, without regard to conflict-of-laws principles. The state and federal courts located in the Borough of Manhattan, New York, New York will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party irrevocably submits to the jurisdiction of those courts.
22. Notice. Rokt may provide notices and other communications under this Agreement through PartnerStack or by email to the email address associated with Referral Representative’s PartnerStack account. Notices to Rokt must be sent by email to legal@rokt.com.
23. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to referrals governed by this Agreement and supersedes and replaces any prior or contemporaneous agreement, arrangement, understanding or communication, whether written or oral, concerning compensation for those referrals, including any prior referral commission, bounty or revenue-share terms. No prior agreement or arrangement will continue to apply unless Rokt expressly agrees otherwise in writing.
Version: October 2026