Rokt Network Incentive Program

1. PARTNER-LED ADVERTISING CAMPAIGNS

1.1 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.

1.2 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, helping handle 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 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.

1.3 Partner-Led Advertising Revenue Share. Where the Partner-Led Advertising Campaign Requirements have been satisfied (as determined by Rokt in its sole discretion), then Rokt shall pay to Partner a portion of any charges invoiced and collected by Rokt from a Partner-Led Advertiser equal to 80% of the applicable Advertiser Receipts attributable to the Advertising Campaigns of that Partner-Led Advertiser on the Partner Website(s) (“Partner-Led Advertising Campaign Revenue Share”). Where Partner is directly billing and collecting fees from a Partner-Led Advertiser in connection with a Partner-Led Advertising Campaign, then Rokt shall invoice Partner for 20% of such fees. Additionally, if the campaign of the Partner-Led Advertiser extends across the Rokt network (i.e. on the website(s) of other Network Members), then Rokt shall pay to 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.

1.4 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, then Rokt shall pay to 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 new 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 are met, payment will revert to the Partner-Led Advertising Revenue Share.

2. ADVERTISING REINVESTMENT

2.1 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. Capitalized terms which are not defined herein will be given the meaning as set forth in the Agreement.

2.2 Notwithstanding the Standard Revenue Share provision in the Agreement, Partner may elect to participate in the reinvestment program outlined below, whereby Partner will receive an additional Standard Revenue Share for use as an Advertiser with Rokt where Partner has committed to spend a percentage of its Standard Revenue Share as an Advertiser.

2.3 To receive this benefit, Partner must:

  • i. have entered into a separate advertising agreement with Rokt or one of its Affiliates, and
  • ii. at least five (5) days prior to the start of an invoicing cycle (the invoice cycle being the “Allocation Period”), confirm in writing to Rokt (email sufficing) that it will allocate a given percentage of its Standard Revenue Share earned in the Allocation Period toward advertising spend on Rokt (the “Allocation”).

2.4 Where Partner takes the above steps, Rokt will then:

  • a) deduct the Allocation from the Standard Revenue Share paid for the Allocation Period; and
  • b) provide Partner with the ability to spend an amount equal to the Allocation plus an additional 20% as an Advertiser (the “Partner Revenue Share for Committed Advertising Reinvestment”).

2.5 The below example illustrates the calculation of the Partner Revenue Share for Committed Advertising Reinvestment:

If the Standard Revenue Share in an Allocation Period is $500,000, and Partner commits to a 30% Allocation (i.e., $150,000), Rokt shall pay to Partner $350,000 (i.e., $500,000 minus $150,000) in Standard Revenue Share, and provide to Partner a Partner Revenue Share for Committed Advertising Reinvestment of $180,000 (i.e., $150,000 plus the 20% bonus).

2.6 Partner shall only be able to use the non-refundable Partner Revenue Share for Committed Advertising Reinvestment as a Rokt Advertiser. The Allocation amount will be maintained from one Allocation Period to the next unless otherwise altered by Partner in writing (email sufficing) at least five (5) days prior to the start of the subsequent Allocation Period.