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. Where the Partner and advertiser for a Partner-Led Advertising Campaign enter into a direct agreement for such campaign (i.e., where Rokt is not a party to the agreement), Partner will incorporate Rokt's advertiser terms, located at https://www.rokt.com/terms-for-advertisers/; the IAB's Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0; or substantially equivalent terms ("Advertiser Terms"), and will disclose to Rokt such contract on request.

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 across the Rokt Network where Partner has committed to spend a percentage of its Standard Revenue Share as an Advertiser across the Rokt Network

2.3 To receive this benefit, Partner must:

  • i. have entered into a separate advertising agreement (incorporating the Advertiser Terms) 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 an Advertiser that runs its Campaigns across the Rokt Network. 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.

3. ROKT CREDITS PROGRAM

3.1 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. Notwithstanding the Standard Revenue Share provision in the Agreement, upon Rokt’s written approval, Partner may elect to participate in the credit program outlined below (the “Rokt Credit Program”). 

3.2 Eligibility. As a condition of eligibility to participate in the Rokt Credit Program, Partner agrees as follows:

  • a) For a period of three (3) years starting from the Effective Date (the “Credit Term”), Rokt will be the Partner’s exclusive provider of post-purchase, payments, and add-to-cart marketing services substantially similar to those contemplated in the Agreement with respect to the Partner Content Area(s); and
  • b) Partner will participate in joint marketing efforts with Rokt during the Credit Term, including co-branded webinars, case studies, joint speaking engagements, promotional campaigns, or other initiatives mutually agreed upon by the Parties.

The above requirements collectively make up the “Eligibility Requirements”.

3.3 Rokt Credits. Subject to meeting the Eligibility Requirements, Partner will receive:

  • a) Where applicable, a credit equal to five percent (5%) of the Standard Revenue Share earned in the twelve (12) months preceding the Effective Date (the “Initial Credit Allocation”). The Initial Credit Allocation will be available for use by Partner within thirty (30) days of the Effective Date; and
  • b) Credits equal to five percent (5%) of the Standard Revenue Share generated during the preceding calendar month of the Credit Term (the “Ongoing Credits”). Ongoing Credits will be made available for use by Partner on the first day of the following month.

The Initial Credit Allocation and the Ongoing Credits are collectively referred to as “Rokt Credits.” Eligibility to earn Rokt Credits ends upon expiration of the Credit Term.

3.4 Permitted Use of Rokt Credits. Rokt Credits are intended to be used to drive new growth initiatives. Examples include:

  • a) fees for Rokt SaaS services;
  • b) development and resourcing costs related to improvement, trial or adoption of Rokt products;
  • c) running new campaigns on Rokt Ads;
  • d) building new revenue streams via Rokt Catalog or Rokt Catalog for Brands;
  • e) joint marketing activities;
  • f) any other use as agreed in writing between the Partner and Rokt.

Applied Rokt Credits will be reflected on the next applicable invoice, with amounts itemized.

3.5 Expiration and Restrictions. The following apply to all Rokt Credits:

  • a) Rokt Credits expire twelve (12) calendar months from accrual and are automatically forfeited if unused.
  • b) Rokt Credits are non-transferable, non-refundable, have no cash value, and may not be redeemed for cash or applied to previously invoiced amounts.

3.6 Termination or Breach. In the event, prior to the end of the Extended Term:

  • a) Partner actually or constructively terminates any Agreement for Rokt Services (including by disabling the Rokt Placement);
  • b) Rokt terminates the Agreement for cause; or
  • c) Partner fails to meet any of the Eligibility Requirements,

then (i) the Rokt Credit program will automatically terminate, (ii) any unused Rokt Credits shall be forfeited, and (iii) Partner shall, within thirty (30) days, reimburse Rokt for the full value of all Rokt Credits used to date. Rokt may enforce such clawback either by direct reimbursement from Partner or, at Rokt’s election, by offsetting the value of the used Rokt Credits against any amounts otherwise payable by Rokt to Partner under the Agreement, including but not limited to the Standard Revenue Share.

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Version: September 2025