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ROKT ECOMMERCE MERCHANT TERMS

BY ACCEPTING THESE ROKT ECOMMERCE MERCHANT TERMS (“AGREEMENT”), BY CLICKING A BOX PRESENTED TO YOU WITHIN THE ACTIVATION OR SIGNUP PAGE IN THE APPLICABLE MERCHANT PORTAL, INDICATING YOUR ACCEPTANCE, YOU AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT AND YOU ACKNOWLEDGE YOUR DESIRE TO RECEIVE THOSE CERTAIN SERVICES DESCRIBED IN THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (WHETHER AS AN AUTHORIZED EMPLOYEE, ATTORNEY OR AGENT), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU", "YOUR" OR "PARTNER" IN THIS AGREEMENT SHALL REFER TO YOU OR SUCH ENTITY AND ITS AFFILIATES, AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES, AND YOU MUST UNINSTALL THE ROKT ECOMMERCE APPLICATION, FEATURE OR FUNCTIONALITY FROM YOUR MERCHANT ACCOUNT. USE OF ANY OF THE SERVICES SHALL CONSTITUTE AGREEMENT WITH AND ACCEPTANCE OF THIS AGREEMENT. THE AGREEMENT IS EFFECTIVE AS BETWEEN YOU/PARTNER (AS THE ENTITY UNDER WHICH YOUR MERCHANT ACCOUNT IS REGISTERED), ROKT PTE LTD OF 3 PHILLIP STREET, #11-01 ROYAL GROUP BUILDING,SINGAPORE 048693 (ROKT SG) AND ROKT US CORP (ROKT US) OF 175VARICK STREET, FLOOR 10, NEW YORK 10014, UNITED STATES (COLLECTIVELY, “ROKT”)AS OF THE TIME YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AS DESCRIBED ABOVE.

The Agreement governs the implementation and use of the products, services, and technology made available by Rokt to You/Partner. Capitalized words used in the Terms shall have the meanings ascribed to them in Clause 13.  

1. SCOPE OF SERVICES.

1.1 Relationship of the Parties. The Partner appoints each of Rokt SG (with respect to ROW Services) and Rokt US (with respect to NA Services) as an independent contractor during the Effective Term to provide the Services in accordance with the Agreement.  Each Rokt Party may delegate any of its duties under this Agreement to one or more of its subsidiaries or Affiliates.  

1.2 Products and Services. Rokt will make available to Partner the Products set forth in the Product-Specific Terms. Partner may elect to include additional Services by email or other written confirmation agreed by Partner and Rokt from time to time.  

1.3 Support. Rokt will provide reasonable ongoing assistance to Partner regarding technical, administrative and service-oriented issues specifically relating to Partner’s use of the Rokt Platform.

2. ROKT PLATFORM USE AND ACCESS.

2.1 Use of the Rokt Platform.  During the Effective Term, and subject to the terms and conditions of this Agreement, Partner may access and use the Rokt Platform for the purpose of receiving and implementing the Products available through Rokt Ecommerce in order to optimize Partner Websites, in its sole discretion.

2.2 Rokt PlatformRevisions. Rokt may revise the features and functionality of the Rokt Platform atany time, provided no such revision results in a material degradation of theRokt Platform made available to Partner. Further, Rokt may perform UX experimentation and optimization as setforth in the Rokt Campaign Policies.

2.3 Access Restriction and Denial. Notwithstanding anything to the contrary in this Agreement, Rokt reserves the right to deny access to any third party (i) who is or represents a competitor to Rokt, or (ii) who Rokt deems would be potentially materially risky or harmful to Rokt’s business, customers or prospects in any way if such proposed or current third party were granted or allowed to continue access to the Rokt Platform.

3. LICENSED SOFTWARE.

3.1 License Grant. Rokt hereby grants Partner a nonexclusive license to reproduce and use the Licensed Software solely to the extent necessary for Partner’s internal business purposes and solely as a component of the Rokt Platform, provided Partner complies with the restrictions set forth below in Clause 3.2. Unless expressly authorized by Rokt in writing, such internal business purposes do not include use by any Affiliate of Partner, or any other third party.

3.2 Restrictions on Software Rights. Copies of the Licensed Software created or transferred pursuant to this Agreement are licensed, not sold, and Partner receives no title to or ownership of any copy or of the Licensed Software itself. Furthermore, Partner receives no rights to the Licensed Software other than those specifically granted in Clause 3.1 above. Without limiting the generality of the foregoing, Partner shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Licensed Software; or (b) use the Licensed Software in any way forbidden by Clause 6.7 below.

3.3 Integration of the Rokt Software. Promptly after the date of this Agreement Rokt will provide Partner with access to the Licensed Software and related documentation. Partner shall host and manage the Licensed Software as required by the hosting and management, operating system, hardware configuration or other technical requirements communicated to Partner by Rokt at docs.rokt.com or otherwise from time to time (the “Hosting and Management Requirements”). Rokt shall have no responsibility or liability for any failure of the Rokt Platform resulting from Partner’s failure to comply with the requirements of the Hosting and Management Requirements.

4. INVOICING AND PAYMENT.

4.1 Invoicing.

  • a) Rokt will generate or issue invoices (including RCIs, where applicable) for all amounts due from or to Partner in accordance with the applicable Product-Specific Terms.
  • b) Where any payment owing to Rokt by the Partner is overdue, Rokt may suspend the Services. Without limiting Rokt’s rights or remedies, Rokt reserves the right to charge interest on any overdue payments at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

4.2 Terms of Payment.

  • a) All net amounts due from one Party to the other as shown on any invoice shall be paid within forty-five (45) days of the end of each calendar month in which such invoice is created or received, as applicable. Throughout the Effective Term, Partner will input and keep current wire transfer payment details via the Rokt Platform.
  • b) With respect to the NA Portion of any amount to be paid to or by Rokt pursuant to this Clause 4.2, Rokt SG shall act as paying or collections agent (as applicable) of Rokt US in making or receiving such payments.

4.3 Fees & Expenses. Rokt reserves the right to increase or modify any Rokt Service Fees prospectively not more than once each calendar year, subject to provision of thirty (30) days’ prior notice to Partner. To the extent Partner’s use of the Services requires any specific integration which results in additional out-of-pocket costs incurred by Rokt, such costs may be charged to and reimbursable by Partner as Rokt Service Fees, subject to Partner’s prior written approval.

4.4 Disputes. Where there is a bona fide dispute between the Parties as to any amounts payable by one Party to another, such disputed amounts may be withheld so long as each Party is working reasonably to resolve such dispute. Any undisputed amounts must be paid without delay as per the agreed payment terms.

4.5 Taxes. Where specific taxes are due and payable in respect of Rokt Service Fees or the Partner Revenue Share, Partner shall be responsible for such taxes. Rokt may make tax withholdings and deductions from amounts owed to Partner to the extent required by law.

4.6 Other Costs. Unless otherwise provided in this Agreement, each Party shall retain its own revenues and bear its own costs and expenses in connection with its activities performed under this Agreement. Partner agrees to pay all reasonable costs of collection (including legal and professional fees) in the event Partner fails to pay any agreed amounts within the applicable agreed-upon time.

5. TERM AND TERMINATION.

5.1 Term. The Agreement will commence on the Effective Date and will remain in effect for the initial term of three years (the “Initial Term”). After the Initial Term, the Agreement shall auto-renew for successive one-year periods (each a “Renewal Term”) 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. The Initial Term and any and all Renewal Terms shall collectively be referred to herein as the “Effective Term”.

5.2 Termination.

  • a) Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party in the event that:
    • i. the other Party materially breaches the provisions of this Agreement; provided that if such breach is capable of remedy, no such termination shall be effective unless and until the breaching Party fails to remedy the breach within twenty (20) days after receiving notice from the non-breaching Party demanding it to do so; or
    • ii. the other Party suffers an Insolvency Event.
  • b) Either Party may terminate this Agreement for any reason by giving ninety (90) days’ prior written notice to the other Party.

5.3 Effect of Termination. Any termination pursuant to Clause 5.2 will be without any liability or obligation of the terminating Party, other than with respect to any breach of the Agreement prior to termination. Termination does not affect any accrued rights of either Party. The provisions of Clauses 7 through 14 of this Agreement will survive the expiration or termination of the Agreement for any reason.

6. REPRESENTATIONS AND WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS.

6.1 Partner Warranties.  Partner represents and warrants to Rokt as at the date of this agreement that:

  • a) Partner is duly organized, validly existing and in good standing, and has the authority to carry on its business as conducted;
  • b) the execution, delivery and performance of this Agreement have been duly authorized by Partner and this Agreement constitutes a valid and binding agreement of Partner; 
  • c) any necessary software, systems or equipment utilized in connection with the Partner Content Areas are owned, validly licensed or otherwise legally controlled by the Partner; and
  • d) Partner shall obtain and provide Rokt with a valid sub-license to use any software or Brand Features in connection with the provision of Services, where required.

6.2 Rokt Warranties.  Rokt represents and warrants to Partner as at the date of this agreement that:

  • a) Rokt is duly organized, validly existing, in good standing, and has the authority to carry on its business as conducted; and 
  • b) the execution, delivery and performance of this Agreement have been duly authorized by Rokt and this Agreement constitutes a valid and binding agreement of Rokt.  

6.3 Partner Service.  Partner is the owner and operator of the Partner Service and related Partner Website(s), and Partner retains responsibility for the continuing performance, accuracy, reliability and availability, the design, layout, hosting, and maintenance of the Partner Service and Partner Website(s).  From time to time, Partner may choose to redesign or modify the organization, structure, specifications, arrangement, format, “look and feel”, navigation, functionality, guidelines, and/or other elements of the Partner Website(s).  Partner is solely responsible for managing customer order placement, fulfillment/delivery, billing, customer service, and payment of all taxes required to be paid to any taxing authorities in connection with the Partner Service and sale of its products and services, including those in connection with first-party and third-party Upsells.  

6.4 No Interference.  Partner will not intentionally do anything that would interfere, impede, or alter the ability of Rokt to provide the Services for Partner or any third party.  Unless expressly authorized in writing by Rokt:  (i) Rokt will not pay the Partner Revenue Share to any third party other than the Partner; and (ii) Partner may not subcontract, sublicense, or otherwise make available the Rokt Placement, any of the Services, or the Rokt Platform to any third party.

6.5 Rokt Platform.  Partner acknowledges that Rokt is the owner and operator of the Rokt Platform, and Rokt retains responsibility for the design, layout, hosting, and maintenance of the Rokt Platform.  From time to time, Rokt may choose to redesign or modify the organization, structure, specifications, arrangement, format, “look and feel”, navigation, functionality, guidelines, and/or other elements of the Rokt Platform, and its related websites at any time, and may suspend or stop a Service altogether.  In the event any Service is suspended or canceled, Rokt will refund to Partner any prepaid Rokt Service Fees not yet earned applicable to such Service.

6.6 Data and Functionality Integration.  For certain components of the Rokt Platform to be operable and successfully facilitate certain Rokt Ecommerce services, (i) Partner must include the transmission of user fields Rokt requires to supply the relevant service; and (ii) any relevant functionality may need to be integrated on the relevant Partner Content Areas, on order confirmation pages, or in all order confirmation or other emails sent by Partner to current and potential End Customers.  Any such requirements will be specified in the Hosting and Management Requirements or communicated to Partner by Rokt from time to time.  

6.7 Other Partner Covenants. 

  • a) Partner will comply, and cause its employees, agents and subcontractors to comply, in all material respects, with all laws, rules and regulations applicable to Partner’s performance of its obligations under this Agreement.
  • b) Partner will not provide any material to Rokt which infringes the Intellectual Property Rights of, or violates any agreement with, any third party.
  • c) The Partner Website(s) will not contain any viruses, disabling code, or similar programs or mechanisms that disrupt, modify, delete, harm or otherwise impede the operation of the systems or websites owned and/or operated by Rokt or Upsell Providers.
  • d) Partner acknowledges that it is solely responsible for the security of the cardholder data it processes, and hereby represents and warrants that it will comply with the most current PCI Data Security Standard (“PCI DSS”) in connection with the processing of such data, and will ensure that its implementation and use of Upsell Campaigns is compliant with PCI DSS.
  • e) Partner shall not: (i) use the Rokt Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Rokt Platform; (ii) provide Rokt Platform passwords or other log-in information to any third party; (iii) share non-public Rokt Platform features or content with any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Rokt Platform’s source code, (v) access or use the Rokt Platform in a way intended to avoid incurring fees, (vi) resell or sublicense any element of the Rokt Platform or (vii) access the Rokt Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Rokt Platform, or to copy any ideas, features, functions or graphics of the Rokt Platform.  If it suspects any breach of the requirements of this Clause 6.7, including without limitation by Partner’s employees, agents, or representatives, Rokt may suspend Partner’s access to the Rokt Platform without advanced notice, in addition to such other remedies as Rokt may have. 
  • f) Partner shall take reasonable steps to prevent unauthorized access to the Rokt Platform, including without limitation by protecting its passwords and other log-in information.  Partner shall notify Rokt immediately of any known or suspected unauthorized use of the Rokt Platform or breach of its security and shall use best efforts to prevent, mitigate and/or remedy any such breach and its effects.
  • g) Partner shall direct any End Customer inquiries regarding an Advertiser to that Advertiser or to Rokt.  Partner shall not, directly or indirectly, represent in any manner that it acts on behalf of any Advertiser.  

‍6.8 Other Rokt Covenants. 

  • a) Rokt will comply, and cause its employees, agents and subcontractors to comply, in all material respects, with all laws applicable to Rokt’s performance of its obligations under this Agreement.
  • b) Rokt will provide Partner with the Licensed Software code and any variations to the code that may be released from time to time.
  • c) Rokt will provide the Services with due care and skill and in accordance with high professional standards.
  • d) Rokt will not use the Services or any End Customer information generated thereby to: 
  • e) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or to send any defamatory, libelous, threatening, racist or obscene messages or messages that violate an End Customer’s right to privacy or a right of publicity; or
  • f) violate any laws or regulations specific to the markets in which it operates, including those related to spamming, junk mail or other related laws or regulations prohibiting or discouraging unsolicited mail.

6.9 Disclaimers.  None of Rokt, Partner or their respective Affiliates makes any representations or warranties, express or implied, except for the express representations and warranties in this Clause 6.  Rokt and Partner expressly disclaim (to the fullest extent permitted by law) any and all other representations and warranties, express or implied, regarding the Rokt Platform or Partner Service, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or implied warranties arising from course of dealing or course of performance.  Partner acknowledges that Rokt does not process payment cardholder information and Partner will not provide, share, make available or integrate with Rokt any payment cardholder information, provided however that nothing in the foregoing shall relieve Rokt from any obligations under PCI DSS to the extent applicable to Rokt’s provision of the Services.  Partner acknowledges that Rokt is not responsible for the performance or fulfillment of any Provider Upsell Campaigns, and any agreement between Partner and Upsell Providers shall not be binding on Rokt and Rokt makes no representations or warranties on behalf of Upsell Providers.   Each Party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

7. INTELLECTUAL PROPERTY AND LICENSES.

7.1 Ownership by Partner.  Rokt acknowledges and agrees that as between Partner on the one hand, and Rokt and its Affiliates on the other, Partner owns all right, title and interest in the Partner Service, Partner Websites and the Partner’s Brand Features.   

7.2 Ownership by Rokt.  Partner acknowledges and agrees that as between Partner on the one hand, and Rokt and its Affiliates on the other, Rokt and its Affiliates own all right, title and interest in the Rokt Platform, the Services and Rokt’s Brand Features.  The Partner agrees that all Intellectual Property Rights and interests in innovations relating to Rokt Platform and the Services (or suggested improvements) shall be assigned to Rokt SG and be Rokt SG’s sole property, and Partner agrees to execute any instruments of assignment reasonably requested by Rokt to effectuate the same.  

7.3 No Acquisition of IP rights.  Other than as expressly set out in the Agreement, neither Party has or will acquire any right, title or interest in any Intellectual Property Rights owned or licensed by the other Party.

7.4 Limited License to Partner.  Rokt grants the Partner a royalty free, non-exclusive, worldwide, non-sublicensable license to use Rokt’s Brand Features as necessary to enable the Partner to use and enjoy the benefit of the Services.  Except for the foregoing license and as set forth in Clause 3 (Licensed Software) above, Partner has no other rights in the Rokt Platform or Rokt’s Brand Features. Upon the expiration or termination of this Agreement, Partner will cease use of Rokt’s Brand Features, the Licensed Software and the Rokt Platform and will promptly return all related documentation to Rokt or destroy all copies thereof in its possession or control.  

7.5 Use of Services by Partner Affiliate.  Subject to Rokt’s separate written approval in each instance, Partner may permit its Affiliates to utilize the Services.  Partner Affiliate’s use of the Services will be subject to the terms and conditions of this Agreement.  Partner hereby warrants that: (i) it has the authority to enter into this Agreement on behalf of its Affiliates, (ii) its Affiliates shall comply with all obligations and commitments set forth in this Agreement, (iii) any act, omission, or breach of this Agreement by Affiliate shall be deemed an act, omission or breach by Partner, and (iv) Partner and Affiliate will be jointly and severally liable for all obligations, responsibilities, liabilities, arising from or relating to this Agreement.  Upon mutual written agreement of the Parties, Rokt will pay any amounts owing to Partner Affiliates (i.e., Standard Revenue Share) directly to Partner Affiliate, and Partner Affiliates will pay any amounts owing to Rokt (i.e., Rokt Service Fees) directly to Rokt, as applicable, in accordance with Partner Affiliate’s use of the Services.  Rokt reserves the right to deny, suspend, or terminate an Affiliate’s use of the Services at any time, with or without cause.

7.6 Limited License to Rokt.  

  • a) Partner grants to Rokt a non-exclusive, royalty-free, worldwide, limited license to use the Partner’s Brand Features for display as part of the Services and the Partner Upsell Content to the extent required to provide the Upsell Campaigns services.  
  • b) (The Partner agrees that Rokt may use the Partner’s Brand Features for display on Rokt websites and any other marketing or promotional material prepared by Rokt or its Affiliates, to advertise the availability of the Services and its integration into the Partner Service.

Upon the expiration or termination of this Agreement, Rokt will cease using the Partner’s Brand Features.

8. PRIVACY.  

8.1 Privacy.  Rokt will ensure that any collection, processing, use, disclosure and transfer of Personal Data by Rokt or any of Rokt’s third-party suppliers, in connection with the performance of Rokt’s obligations under this Agreement, complies with all applicable laws, rules and regulations in the primary country of the Partner.  For the avoidance of doubt, the Rokt entity who is the "primary" controller of the Personal Data, is Rokt SG (with respect to ROW Services) and Rokt US (with respect to NA Services).  The Personal Data which Rokt processes as a controller may be further processed and shared by Rokt US and Rokt SG among the Rokt Affiliates as separate and independent controllers and in accordance with applicable laws. For the avoidance of doubt, nothing in the foregoing shall alter Rokt’s classification as processor of Partner Data in accordance with the DPA. 

8.2 Rokt Privacy Policy.  Rokt shall, as required by applicable law, post links in a clear and conspicuous manner to the Rokt Privacy Policy and, if any, applicable terms and conditions on the Rokt Placement where an End Customer is first provided an opportunity to interact with the Rokt Placement.

8.3 Partner Privacy Policy.  At all times while using the Services, Partner agrees Partner Websites will display a clearly labelled and easily accessible privacy policy. Partner’s privacy policy shall comply with applicable laws, and shall provide End Customers with clear and comprehensive information about information stored on, accessed on, or collected from End Customers’ devices in connection with the Services including cookies, device-specific information, location information and other information.

8.4 Party to Party Disclosure.  Where Partner discloses Partner Data to Rokt, or where Rokt discloses Rokt Data to Partner, the disclosing Party warrants that it is authorized to disclose that information in accordance with the disclosing Party’s own privacy policy and applicable privacy laws.  The receiving Party will (i) treat the disclosing Party’s data as Confidential Information (ii) only use the disclosing Party’s data for the purposes of this Agreement and for no other purpose, (iii) treat the information in accordance with its strict information security practices and its own privacy policy.  

8.5 Partner Data.  Partner owns and, unless otherwise specified in this Agreement, will retain all ownership relating to Partner Data.  Partner agrees to disclose Partner Data to Rokt as required for Rokt to perform the Services.  Rokt may use, and Partner hereby grants Rokt a non-exclusive, worldwide, royalty-free license to use Partner’s Intellectual Property Rights relating to, Partner Data for the purposes of providing the Services and fulfilling its obligations to the Partner under the Agreement and making or concluding offers, product purchases and promotions to End Customers.  Rokt acknowledges that in no event shall Partner Data become Rokt Data and that Partner Data is Confidential Information of Partner.  

8.6 Rokt Data.  Rokt owns and, unless otherwise specified in this Agreement, will retain all ownership of any Intellectual Property Rights relating to Rokt Data, including with respect to Derived Data.  Partner acknowledges that all Rokt Data is Confidential Information of Rokt.  Partner may use Rokt Data that is disclosed or provided to Partner for the purpose of fulfilling its obligations under the Agreement, but in no event shall Rokt Data become Partner Data.

8.7 Third-Party Integrations.  From time to time, plug-in or add-on third-party services or applications that integrate or interoperate with the Rokt Platform (“Third-Party Offerings”) may become available.  In the event Partner requests implementation of a Third-Party Offering, Partner authorizes sharing data with third-party providers that enable the integration and acknowledges that Partner’s agreement with the third-party provider, where applicable, governs the Third-Party Offering, and the third-party’s use of Partner’s Confidential Information.  Partner assumes full responsibility for any damages, losses, costs, or harms arising from the use of or inability to use Third-Party Offerings to the extent such is not caused by Rokt’s breach of its obligations under this Agreement, and Rokt does not warrant or support Third-Party Offerings.

8.8 United States Privacy Law.  The Parties acknowledge and agree that if any data processed in the provision of the Services to Partner contains any Personal Data of residents of the United States (“U.S. Personal Data”), then the United States Data Processing Agreement found at https://www.rokt.com/data-processing-agreement-us/ (the “USDPA”), which is incorporated by reference, will govern the relationship formed hereby with respect to Rokt’s processing of such U.S. Personal Data, and to the extent of any inconsistency between the USDPA and this Agreement, the USDPA will prevail.  For the avoidance of doubt, the USDPA shall not apply to Rokt’s processing of any Partner Data which is not U.S. Personal Data.  

8.9 European and UK Privacy Law.  The Parties acknowledge and agree that if: (i) the Partner is established in the European Union or the United Kingdom, (ii) any data processed in the provision of the Services to Partner contains any Personal Data of individuals in the European Union or the United Kingdom, or (iii) if European Privacy Law or UK Privacy Law otherwise applies to such Personal Data, (“UK and  European Personal Data”) then the Data Processing Agreement with Rokt SG found at https://rokt.com/data-processing-agreement/ (the “DPA”), which is incorporated by reference,  will govern the relationship formed hereby with respect to the Parties’ processing of such European Personal Data, and to the extent of any inconsistency between the DPA and this Agreement, the DPA will prevail.  For the avoidance of doubt, the DPA shall not apply to Rokt’s processing of Partner Data which is not UK and European Personal Data.

9.CONFIDENTIALITY.

9.1 Confidentiality.  Each Party will keep this Agreement and the Confidential Information of the other Party confidential and use it only for the purposes stated in this Agreement, subject to the remaining provisions of this Clause 9 (Confidentiality).‍

9.2 Exclusions.  Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving Party rightfully knew prior to receiving such information from the disclosing Party or (iv) the receiving Party develops independently of any information originating from the disclosing Party.

9.3 Restrictions and Disclosure.  Each Party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.  Notwithstanding the foregoing, each Party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, (ii) on a ‘need-to-know’ basis under an obligation of confidentiality to its subcontractors, legal counsel, accountants, banks and other financing sources and their advisors, or (iii) to its affiliates for the purposes of performing its obligations under this Agreement; provided, that such Party will be responsible hereunder for the further acts and omissions of any such person to whom it has made any disclosure with respect to such Confidential Information under (ii) or (iii) above as if they were the acts or omissions of the Party itself.  

9.4 Injunctive Relief.  Each Party acknowledges that any material violation by a Party of the rights and obligations provided in this Clause 9 may result in immediate and irreparable injury to the other Party, and hereby agrees that the other Party may be entitled to seek immediate temporary, preliminary, and permanent injunctive relief against any continued violations upon adequate proof, as required by applicable law, and that any otherwise applicable requirement of bonding or other security in connection therewith shall be waived and not apply.

10. INDEMNITIES.

10.1 Indemnity by Rokt.

  • a) Subject to Clauses 10.1(b) through 10.1(e), Rokt indemnifies, defends and holds harmless each of Partner, its Affiliates, and its directors, officers, employees, agents and contractors from and against any loss, expense, including reasonable attorney fees and expenses, damages, or liability reasonably incurred or suffered by Partner, its directors, servants and agents arising from any claim, demand, action, suit or proceedings brought by a third party in relation to (i) Advertiser Content, or (ii) the Rokt Platform’s infringement of a copyright or patent, or mis-appropriation of the proprietary trade secret of a third party.
  • b) Rokt agrees that it may not, without Partner’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Partner.  
  • c) The obligations under Clause 10.1(a) are subject to Partner giving Rokt prompt written notice of any such claim and giving Rokt sole control of the defense of such claim.
  • d) If a claim of infringement occurs that is subject to this Clause 10.1, or if Rokt determines that such a claim is likely to occur, Rokt may, at its option, procure for Partner the right to continue to use the Rokt Platform, replace or modify the Rokt Platform to make it non-infringing, or terminate this Agreement.  
  • e) Rokt will have no liability for any claim based on (i) any use of the Rokt Platform or the Services other than as permitted by this Agreement; or (ii) the combination of any Rokt Platform with any product, technology, data or materials, if the Rokt Platform, alone, would not have resulted in such infringement.

10.2 Indemnity by Partner.

  • a) Subject to Clause 10.2(b) and Clause 10.2(c), Partner indemnifies, defends and holds harmless each of Rokt, its Affiliates and their respective directors, officers, employees, agents and contractors from and against any loss, expense, including reasonable attorney fees and expenses, damages, or liability reasonably incurred or suffered by Rokt, its directors, servants and agents arising from any claim, demand, action, suit or proceedings brought by a third party in relation to any (i) Partner-supplied content (including but not limited to Partner Upsell Content and Partner Engagement Content), Partner Data, Partner’s Brand Features, or (ii) Partner product or service with which the Rokt Platform integrates, including the Partner Service(s), or Partner Website(s).
  • b) Partner agrees that it may not, without Rokt’s prior written consent, enter into any settlement or compromise of any claim that results in any admission of liability or wrongdoing on the part of Rokt.
  • c) The obligations under Clause 10.2(a) are subject to Rokt giving Partner prompt written notice of any such claim and giving Partner sole control of the defense of such claim.

11. LIMITATION OF LIABILITY.

11.1 Liability Exclusions.  To the fullest extent permitted by law, each Party's liability to the other for all loss or damage suffered or incurred by the other Party in connection with this Agreement (including all loss arising from any breach of this Agreement, tort including negligence or any breach of statute) is limited so that neither Party will under any circumstances be liable to the other Party for any indirect or consequential loss, or any loss or corruption of data or loss of profit or revenue.   

11.2 Liability Cap.  Any liability arising under this Agreement is limited to the amount of the Partner Revenue Share for the preceding twelve (12) months prior to the accrual of the claim.  The Parties agree that the foregoing represents a fair allocation of risk hereunder.

11.3 Insurance.  Rokt will effect and maintain for the duration of the Effective Term the following insurances, which may be satisfied by a combination of primary and umbrella/excess limits:

  • a) public liability (General Liability) insurance (with a minimum limit of USD$10 million annual aggregate); and
  • b) professional indemnity (Errors and Omissions) including cyber liability insurance (with a minimum limit of USD$5 million annual aggregate).  

11.4 Certificates of insurance.  Rokt will provide a certificate of insurance to Partner as evidence of the above insurance upon written request by Partner.  

12. FORCE MAJEURE.

12.1 Excused Performance.  Without limiting this Agreement, neither Party will be liable for any delay in performance or breach of this Agreement that arises as a result of a Force Majeure event.  

13 DEFINITIONS.

In this Agreement, the following words and phrases have the following meaning, unless expressly agreed otherwise:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party (i.e., having greater than 50% ownership or the right to direct the management of the entity).

“Brand Features” means all trademarks, service marks, logos, and other distinctive brand features of Rokt and its Affiliates, or Partner and its Affiliates, respectively.

“Confidential Information” means this Agreement, Partner Data, Rokt Data, Rokt Platform, the Partner Service, all information about the disclosing Party’s business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a Party marked or designated by such Party as “confidential” or “proprietary” at the time of disclosure.

“Creative Rotation” means ensuring the End Customer is presented the most relevant and engaging content and campaign type, including by providing a selection of offer creative or engagement assets, ensuring that the same End Customer does not see the same Advertiser Content too often.

“Derived Data” means all datasets, analyses, and data that is captured or derived from interactions of End Customers with or from the operation of the Rokt Platform (including the Rokt Placement), which may be used by Rokt and accessed via real time one-way lookup of hashed identity by Partners to provide the Services, for the purposes of Creative Rotation, improving the user experience or performance of the Rokt Placement and Rokt Platform, to enhance the Rokt Platform for the benefit of all Network Members and to conclude offers and promotions set out in campaigns, or otherwise.

“End Customer” means a customer of or a visitor to a Partner Website.

"European Privacy Law" means the General Data Protection Regulation (Regulation 2016/679).

"European Union" means the member states of the European Union from time to time as established under the Treaty on the Functioning of the European Union and such other states as are members of the European Economic Area from time to time and are required to apply European Privacy Law.

“Force Majeure” means any act of government of state, civil commotion, epidemic, fire, flood, natural disaster, war, or any other events or circumstances not within the reasonable control of the Party affected, whether similar or dissimilar to any of the foregoing.

“Insolvency Event” means where either Party enters into bankruptcy, liquidation, administration, receivership, a composition or arrangement with its creditors, has a receiver or manager appointed over all or any part of its assets or becomes or is deemed to become insolvent.

“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or able to be registered, and includes the right to apply for the registration of such rights, anywhere in the world.

“Licensed Software” means such elements of the Rokt Platform, if any, that Partner is to run on its computers as may be provided from time to time by Rokt, including but not limited to that related to the Rokt Placement.

“NA Portion” means, with respect to any amount payable to or by Rokt pursuant to this Agreement, the portion of such amount that is attributable to NA Services, as determined by Rokt.

“NA Service” means (i) any Service to the extent relating to Advertisers organized in or under the laws of the United States, Mexico or Canada and (ii) any Service to the extent relating to Upsell Campaigns or Engagement Campaigns.

“Network Members” means those entities and associations who have executed Rokt Platform Service Agreements (or documents of similar content) and receive the individual and/or collective benefits therefrom.  For the avoidance of doubt, Partner is a Network Member.  

“Partner Content Areas” means the digital properties or assets owned or controlled by Partner and made available for Advertiser Content, Provider Upsell Content, Partner Upsell Content or otherwise, which may include the engagement, purchase, post-purchase, enquiry, post-enquiry registration, or post-registration areas of the Partner Website on which the Rokt Placement is presented.

“Partner Data” means any data regarding End Customers and End Customer transactions held by Partner prior to the effectiveness of this Agreement or acquired by Partner during the Effective Term, other than any such data disclosed to Partner by Rokt.

“Partner Revenue Share” means the Standard Revenue Share, the Partner-Led Advertising Campaign Revenue Share and/or the Reinvestment Bonus (if applicable) as defined in the Rokt Network Incentive Program.

“Partner Service” means the goods and/or services provided by the Partner via its Partner Website, and all software, scripts, data, files, methods, or functionality used by Partner to provide the Partner Service.

“Partner Website(s)” means the website(s), mobile applications and other digital properties owned and operated by Partner that incorporate or feature the Rokt Placement as may be determined by the mutual assent of the Parties.  

“Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, and shall include "personal data" or “personal information” within the meaning of European Privacy Law, UK Privacy Law, U.S.  Privacy Law, and/or equivalent laws applicable to the Parties as the context requires.

“Products” means the products, experiences, campaign types, functionality and services available to Partner within the Rokt Ecommerce offering in order to optimize the Partner Websites, as further described in the Product-Specific Terms.

“Product-Specific Terms” means the terms governing each of the Products, as set forth at https://rokt.com/product-specific-terms.

“Rokt Campaign Policies” means the policies with which Advertisers and Partners, when using Rokt’s Services, are directed to comply by Rokt as published at https://policies.rokt.com including any future policies as adopted by Rokt from time to time in its absolute discretion.

“Rokt Data” means any data regarding End Customers and End Customer transactions held by Rokt prior to the effectiveness of this Agreement or acquired by Rokt during the Effective Term, other than any such data disclosed to Rokt by Partner.

“Rokt Ecommerce” means any tools and services (including hosted services via the Rokt Platform) provided by Rokt that support Partner’s business objectives, including but not limited to: marketing to End Customers, optimization on the Partner Website, purchase path optimization, market research, customer feedback, social amplification, internal cross-sell, coupon/voucher distribution, surveys & polls, and associated CRM and email nurture services.  Rokt Ecommerce includes any service that connects consumers through phone, email, or traffic referral, and varied forms of marketing to End Customers.  For the avoidance of doubt Rokt Ecommerce includes Advertising Campaigns, Upsell Campaigns and Engagement Campaigns but does not include any Advertiser Content or Provider Upsell Content.

“Rokt Platform” means the technology platform owned, controlled and/or operated by Rokt, made available to Partner as a hosted service, and used to provide Rokt Ecommerce under this Agreement and generally to Network Members, which incorporates, without limitation, the Rokt Placement, the Licensed Software, the Advertiser platform and network, Rokt’s transaction marketing engine, the Rokt websites, the web portal through which Partner may access its Rokt account, the Rokt Catalog web portal, and all software, scripts, data, files, methods, APIs or functionality therein and thereto enabling the provision of such Services.

“Rokt Privacy Policy” means Rokt’s privacy policy, available at https://rokt.com/privacy-policy/, as modified from time to time by Rokt in its sole discretion.

“Rokt Service Fees” means any fees payable by Partner to Rokt for the provision and use of Upsell Campaigns as set forth in this Agreement or any service schedule, and any mutually agreed professional services work set forth in any service schedule, statement of work or equivalent ordering document.  

“Rokt Placement” means the technology that Rokt provides Network Members to interact with End Customers, and integrate data from the Partner Website to the Rokt Platform and vice versa, whether to present Advertiser Content, Provider Upsell Content, Partner Upsell Content or otherwise, including but not limited to software, scripts, algorithms, tags, web beacons and other similar technologies, as updated by Rokt from time to time.  

“ROW Services” means any Services that are not NA Services.

“Services” means the specific Rokt Ecommerce products, solutions and services provided in connection with this Agreement, which may include, without limitation, Advertising Campaigns, Upsell Campaigns and/or Engagement Campaigns at Partner’s election, use of Derived Data for Network Members, UX experimentation and optimization as set forth in the Rokt Campaign Policies, and associated support.  

“Standard Revenue Share” is as defined in the Product-Specific Terms.

"UK Privacy Law" means: (i) the EU General Data Protection Regulation (Regulation 2016/679) as it forms part of the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018; and (ii) the Data Protection Act 2018.

“U.S. Privacy Law” means the California Consumer Privacy Act, California Privacy Rights Act, Colorado Privacy Act, Connecticut Data Privacy Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and any other state or federal law relating to the protection of the privacy of United States residents, each of the foregoing upon such law’s effective or implementation date.

14. GENERAL TERMS.

14.1 Notices.  Any notice required or permitted hereunder shall be in writing and shall be given by: (a) registered or certified mail, return receipt requested, postage prepaid; (b) courier; or (c) an email where receipt is acknowledged, to the following:

  • a) Rokt SG and Rokt US: 175 Varick Street, Floor 10, New York, New York 10014, United States of America; legal@rokt.com‍
  • b) Partner: See “Partner Information” and “Partner Representative Contact Information” on page 1 of the Agreement. 

‍14.2 Governing Law and Jurisdiction. Subject to Clauses 6.7, 6.8, and 8, this Agreement is governed by the law, jurisdiction, and venue applicable to Partner, as set out below, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction, save to the extent that the USDPA or DPA provides or requires otherwise:

  • a) If Partner is incorporated or domiciled in (i) Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia, and Partner submits to the exclusive jurisdiction of the courts located in New South Wales, Australia, (ii) the European Economic Area or Switzerland, this Agreement is governed by the laws of England and Wales, and Partner submits to the exclusive jurisdiction of the courts located in London, United Kingdom, or (iii) the United States or anywhere else in the world, this Agreement is governed by the laws of the State of New York, and Partner submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, USA, save if and to the extent only that any supervisory or regulatory authority has jurisdiction in respect of a matter under mandatory laws applicable to the subject-matter of this Agreement.

‍14.3 Severability.  If any part, term or provision of the Agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portions shall not be affected thereby and each and every term shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.

14.4 Amendments.   The Agreement may be amended only by a written agreement signed by authorized representatives of both Parties, provided however that the Product-Specific Terms available at https://rokt.com/product-specific-terms may be updated or amended by Rokt from time to time in its sole discretion, as notified to Partner.  For the avoidance of doubt the Partner may update the list of Excluded Advertisers at any time.‍

14.5 Independent Contractors.   The Parties are dealing with each other as independent contractors.  The Agreement should not be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between Partner and Rokt.   

14.6 Binding Authority.  The Partner warrants to Rokt that the person executing the Agreement has authority to execute this Agreement on behalf of the Partner and bind the Partner to the terms and conditions of this Agreement.

14.7 Counterparts.   The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.   Execution and delivery of the Agreement may be evidenced by facsimile transmission.

14.8 Entire Agreement.  This Agreement contains the entire understanding between the Parties concerning its subject matter, and supersedes all prior understandings, communications or agreements between the Parties.

14.9 No Assignment.  Except as expressly provided in this Agreement, no Party shall be entitled to assign, transfer or novate this Agreement or any rights arising under this Agreement, and any such action shall be void ab initio, without the other Party’s prior written consent. Notwithstanding anything to the contrary in the foregoing, each Rokt Party may assign any of its rights under this Agreement to one or more of its subsidiaries or Affiliates without Partner’s prior written consent.  

14.10 Third-party Rights.  No person who is not a Party to this Agreement (except any permitted assigns) shall be entitled to enforce the terms of this Agreement.

14.11 Interpretation.  In this Agreement and for all purposes:

  • a) headings and underlining are for convenience only and do not affect the construction of this Agreement;
  • b) a provision of this Agreement will not be interpreted against a Party because the Party prepared or was responsible for the preparation of the provision, or because the Party’s legal representative prepared the provision;
  • c) any reference to a currency or a dollar amount is to United States dollars, and all invoices, bids, reports, fees and other amounts shall be denominated in US Dollars, including any transactions that may originally be denominated in another currency, such transactions being converted by Rokt using a foreign exchange rate that reasonably approximates Rokt’s real cost to convert to US Dollars, whether or not such conversion actually happens;
  • d) a reference to a statute or regulation includes amendments thereto;
  • e) a reference to a section, clause, subclause or paragraph is a reference to a clause, subclause or paragraph of this Agreement;
  • f) a reference to a subclause or paragraph is a reference to the subclause or paragraph in the clause in which the reference is made;
  • g) a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity; and 
  • h) the words “includes”, “including” and similar expressions are not words of limitation.

Version: October 2026