Rokt Ecommerce Terms

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 assign any of its rights and delegate any of its duties under this Agreement to one or more of its subsidiaries or Affiliates. The Services may be provided to You by installing the Rokt Ecommerce application and registering for an account (“Account”) with the Rokt Platform used to provide the Services and allowing electronic management of Campaigns, as applicable. Provision of the Services, and Account registration, requires You/Partner to submit to Rokt Your/Partner’s corporate and personal information, as well as valid payment method.

1.2. Additional Services. Partner may elect to include additional Services via the Rokt Ecommerce dashboard

1.3. Reports. Rokt will provide Partner with performance reports from time to time via the Rokt Ecommerce dashboard. Partner will provide Rokt with accurate operational reports as reasonably requested from time to time, if applicable.

1.4. 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.

2.1. 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 Rokt Ecommerce in order to optimize Partner Websites and run Advertising Campaigns, Upsell Campaigns or Engagement Campaigns in its sole discretion.

2.2. Rokt Platform Revisions. Rokt may revise the features and functionality of the Rokt Platform at any time.

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) whom 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.

Partner may use Advertising Campaigns (i.e. hosting third party Advertiser Content on a Partner Website, as further defined in Clause 16) in conjunction with other Rokt Ecommerce Services. If Partner runs Advertising Campaigns, the following terms in this Clause 3 apply:

3.1. Advertising Campaigns. Partner shall activate and manage the Advertising Campaigns through the Rokt Platform and/or through a Rokt account manager.

3.2. Serving Content into the Partner Content Areas. When Advertising Campaigns are active, Rokt will be the Partner’s exclusive provider of services substantially similar to those contemplated in this Agreement with respect to the Partner Content Areas, and the Rokt Platform will serve Advertiser Content into the Partner Content Areas via proprietary algorithms. Partner will not reduce or restrict Partner Content Areas available for Advertising Campaigns without Rokt’s approval.

3.3. Bidding by Advertisers. Advertising Campaigns involve a market mechanism, where eligible Advertising Content is evaluated on multiple factors, including the maximum bid or value and relevance to the particular End Customer, to determine which Advertiser Content should be placed.

3.4. Excluded Advertisers and Advertising Campaign Restrictions. Rokt will not serve Advertiser Content via the Rokt Platform from any Advertiser or vertical designated by the Partner as an Excluded Advertiser in the Excluded Advertisers section of the Partner’s account on the Rokt Platform, which Partner can amend at any time via the Rokt Platform. Furthermore, Partner can elect to limit the functionality of Advertising Campaigns (including the sending of confirmation or reminder emails) via the Rokt Platform in its sole discretion. Changes made via the Rokt Platform are rolled out as soon as technically achievable. Written requests will be processed within one (1) business day of confirmed email receipt.

3.5. Advertiser Content and Requirements; Removal. Rokt will (i) represent the Rokt Platform fairly and honestly to Advertisers, (ii) not misrepresent the Partner Website(s) or Partner Content Areas to any Advertiser, and (iii) ensure that each Advertiser has accepted the Rokt Campaign Policies before accepting any Advertiser Content, and direct each Advertiser to comply with them. Partner may request that Rokt remove Advertiser Content at any time for any reason, and Rokt will ensure that such Advertiser Content is promptly removed.

3.6. Partner Revenue Share Fee. Rokt will invoice and collect any charges paid by Advertisers. Rokt shall pay to Partner a portion of such charges equal to 50% of the Advertiser Receipts attributable to Advertiser Content served into the Partner Content Areas.

3.7. Joint BD and Channel Referral Program. Partner may elect to participate in Rokt’s Channel Referral Program whereby Partner will be eligible to receive ancillary revenue (including in connection with Partner-Sourced Advertiser activity across the Rokt network) subject to the terms set forth at rokt.com/referral-terms.

Payments Marketplace

3.8. Amex-Specific Terms. Partner may use Payments Marketplace (i.e., offering a Card on the Rokt Placement, in transaction, as further defined in Clause 16) in conjunction with other Rokt Ecommerce Services. If Partner runs Payments Marketplace, the following terms in this Clause 3 apply:

3.9 Payment Marketplace Revenue Share. Any revenue generated by the Payments Marketplace shall be subject to the Partner Revenue Share Fee. For the avoidance of doubt, a Payment Provider is considered an “Advertiser” for the purposes of this Agreement and the calculation and payment of the Partner Revenue Share Fee by Rokt to Partner.

3.10 Accept Payment. Where a Temporary Card Number is generated as part of a given End Customer’s transaction flow, Partner will accept that End Customer’s Temporary Card Number to process transactions.

Partner may use Upsell Campaigns (i.e. Partner’s presenting and enabling Upsells, as further defined in Clause 16, via the Rokt Platform) in conjunction with certain other Rokt Ecommerce Services by approving such functionality with its Rokt Ecommerce dashboard or account settings. If Partner uses Upsell Campaigns, the following terms apply:

4.1. Provision of Upsell Campaigns. Rokt US will provide to Partner the use of Upsell Campaigns to enable Partner to offer and sell additional first party or third party (if applicable) products and services via the Rokt Platform during End Customer transactions on Partner Website(s) in order to achieve Upsells.

4.2. First Party Upsells. To the extent Partner uses Upsell Campaigns to promote and sell its own first party products and/or services, campaigns may be lodged with Rokt US by providing Partner Upsell Content. The Partner Upsell Content must adhere to the Rokt Campaign Policies and any hosting and integration requirements provided to Partner from time to time. Rokt does not provide creative or design services for hire.

4.3. Third Party Upsells. To the extent Partner uses Upsell Campaigns to promote and sell third party products and/or services (only where applicable or made available by Rokt through the Rokt Ecommerce Application at Rokt’s sole discretion), Partner will instruct Rokt US via its account manager or within the Rokt Platform controls to the extent it requires the exclusion of any specific Upsell Providers or Upsell Provider verticals.

4.4. Free Trial Period. No fees shall apply to Partner’s use of, and Partner will not be charged for, Upsell Campaigns, for the first three (3) months of its use thereof, commencing on the date on which Partner selects the “Start Free Trial” (or equivalent) option in the Rokt Ecommerce application in order to create and display Upsell Campaigns in the Rokt Placement (“Upsell Free Trial Period”).

4.5. Fees. Where Partner has enabled Upsell Campaigns, following the Upsell Free Trial Period, Rokt will charge Partner, and Partner shall pay, the following fees in connection with its use thereof:

• (a) a fee of 1% of the Gross Transaction Value generated by each Upsell on a monthly basis (such fee to be capped at $5,000.00 per month); and
• (b) a monthly recurring fee of $19.00 for as long as Partner is using Upsell Campaigns on the Partner Website(s), (collectively, the “Upsell Fees”).

Rokt will calculate and submit the Upsell Fees to Shopify on a monthly basis, and such fees will be added to Partner’s Shopify bill as part of Shopify’s 30-day subscription billing period for payment by Partner.

4.6. Additional Terms. Rokt US and Partner may agree from time to time in a Services Schedule or similar ordering document to custom terms pertaining to pricing, functionality, and Campaign-specific requirements (if applicable), among other things (“Custom Upsell Terms”). In the event of inconsistency between any such Custom Upsell Terms and the provisions of the body of this Agreement, the Custom Upsell Terms shall prevail.

Partner may use Engagement Campaigns (i.e. Partner’s running its own campaigns for customer engagement purposes via the Rokt Platform, as further defined in Clause 16) in conjunction with certain other Rokt Ecommerce Services. If Partner uses Engagement Campaigns, the following terms apply:

5.1. Provision of Engagement Campaigns. Rokt US will provide to Partner the use of Engagement Campaigns as specified in a Service Schedule or otherwise as agreed from time to time. Partner shall activate and manage Engagement Campaigns through the Rokt Platform or Partner’s Rokt account manager.

5.2. Campaign Execution. Partner may lodge Engagement Campaigns by providing Partner Engagement Content, including copy, images, links, and format files. Such content must adhere to the Rokt Campaign Policies. Rokt does not provide creative or design services for hire. Partner will be solely responsible for the performance of all obligations hereunder in connection with any and all Engagement Campaigns, and Rokt takes no responsibility for the content of such campaigns.

5.3. Fees. Where Partner has enabled Engagement Campaigns, Partner shall pay to Rokt any applicable Rokt Service Fees, as set forth in any Services Schedule adopted by the Parties at or after the execution of this Agreement.

5.4. Additional Terms. The Parties may agree from time to time in a Services Schedule or similar ordering document to custom terms pertaining to pricing, term, volume, and functionality, among other things (“Custom Terms”). In the event of inconsistency between any such Custom Terms and the provisions of the body of this Agreement, the Custom Terms shall prevail.

6.1. Invoicing:

• a) With respect to Advertising Campaigns, Partner authorizes Rokt to generate a recipient created invoice (“RCI”) based on its accounting for the Partner Revenue Share Fee and other amounts due from Rokt, if any, within ten (10) days following the end of each calendar month directly following the month of activity covered by the invoice. Rokt Service Fees or, in Rokt’s sole discretion, any fees in connection with Rokt’s provision of advertising services pursuant to a separate marketing order, insertion order, or equivalent ordering document entered into with Rokt or its Affiliates, incurred by the Partner, if any, may be applied to and offset any Partner Revenue Share Fee or other amounts due from Rokt, if any.
• b) With respect to Upsell Campaigns, Rokt will calculate and submit the Upsell Fees to Shopify on a monthly basis, and such fees will be added to Partner’s Shopify bill as part of Shopify’s 30-day subscription billing period for payment by Partner.
• c) With respect to Engagement Campaigns, Rokt will generate an invoice within ten (10) days following the end of the month in which Partner’s use of the relevant activity occurred, unless otherwise agreed in a Services Schedule or similar ordering document.
• d) In the event Rokt Service Fees in any invoicing period exceed amounts due to Partner for Partner Revenue Share Fees, Rokt shall submit an invoice showing such amounts owing from Partner in accordance with Rokt’s standard invoicing process.
• e) 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.

6.2. Estimation of Cleared Funds. To facilitate the process of paying the Partner earlier, Rokt may estimate the cleared funds prior to the receipt of all funds. Such estimations will be reviewed on or around a quarterly basis.

6.3. Terms of Payment:

• a) With respect to Advertising Campaigns, Rokt will pay any net amounts due to Partner as shown on any RCI within forty-five (45) days of the end of each calendar month in which such invoice is created. Throughout the Effective Term, Partner will input and keep current wire transfer payment details via the Rokt Platform.

• b) With respect to Upsell Campaigns, Partner shall pay any net amounts due to Rokt as shown on any invoice within forty-five (45) days of receipt of such invoice, provided that:
  • i. in the event that an Upsell Provider is the Merchant of Record in connection with a Provider Upsell Campaign (as described in Clause 4.3), and the Parties have mutually agreed that Rokt will collect any payments owed directly from such Upsell Provider, Rokt will deduct the applicable Rokt Service Fees associated with such campaign, and shall remit the net amount to Partner.
  • ii. in the event that an Upsell Partner is the Merchant of Record in connection with a Provider Upsell Campaign, and the Parties have mutually agreed that Rokt will pay such Upsell Provider any amounts owed, then Partner will pay to Rokt: (A) any applicable Rokt Service Fee, and (B) any applicable amount Partner owes to such Provider (which Rokt will subsequently remit to such Upsell Provider).
• c) With respect to Engagement Campaigns, Partner shall pay any net amounts due to Rokt as shown on any invoice within forty-five (45) days of receipt of such invoice.
• d) With respect to the NA Portion of any amount to be paid to or by Rokt pursuant to this Clause 6.3, Rokt SG shall act as paying or collections agent (as applicable) of Rokt US in making or receiving such payments.

6.4. Certain Increases. In the event of any change in applicable law or the issuance of any directive from a governmental or regulatory entity that increases Rokt’s cost of providing the Services, Rokt reserves the right to allocate developmental costs associated with addressing the change or directive across all affected Rokt clients and/or modify its rates for access to and use of the Rokt Platform retroactive to the effective date of such change or directive. Rokt will use commercially reasonable efforts to deliver to Partner thirty (30) days’ prior notice of such increase in costs, as well as other reasonable information relating to any applicable change or directive necessitating such increase(s). In the event of a material increase in such costs, Partner may terminate this Agreement upon thirty (30) days’ written notice to Rokt. Partner must exercise its right to terminate this Agreement in accordance with this Clause 6.4 within thirty (30) days after Partner’s receipt of notice from Rokt of such material increase in costs. Additionally, 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) day’s prior notice to Partner.

6.5. Service Costs. If applicable, Rokt shall select any necessary external service providers (e.g. an SMS provider in connection with an app install campaign) in its sole discretion, subject to the written approval of Partner (which shall not be unreasonably withheld). Any out-of-pocket costs and expenses (e.g. SMS fees) incurred by Rokt in connection with delivery of the Services may be charged to and reimbursable by Partner as Rokt Service Fees.

6.6. 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.

6.7. Taxes. Where specific taxes are due and payable in respect of Rokt Service Fees or the Partner Revenue Share Fee, 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.

6.8. 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.

7.1. 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 7.2. 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.

7.2. 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 7.1 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 9.7 below.

7.3. 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”). This shall include, for the avoidance of doubt, the installation and implementation of the Rokt Ecommerce application within Partner’s Shopify account. 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.

8.1. Term: The Agreement will commence on the date the final party executes it (the “Effective Date”), and will remain in effect for the initial term of three years(“Initial Term”). After the Initial Term, the Agreement shall auto-renew for successive three-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”.

8.2. 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 thirty (30) days after receiving notice from the non-breaching Party demanding it to do so; or
  • ii. the other Party suffers an Insolvency Event.
• b) Rokt may terminate this Agreement for convenience at any time during the Term by providing thirty (30) days’ written notice to the Partner.

8.3. Effect of Termination. Any termination pursuant to Clause 8.2 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 9 through 16 of this Agreement will survive the expiration or termination of the Agreement for any reason.

9.1. 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:

9.2. 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;
• d) as of the Effective Date of this Agreement, Partner has not had any incident that impacted the confidentiality, integrity, or availability of Personal Data; and
• e) 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, Payment Providers, or Upsell Providers.

9.3. 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.

9.4. 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 Fee to any third party other than the Partner; (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; and (iii) Partner will not enter into any type of arrangement with a third party where that third party receives a revenue share or other financial benefit in relation to the Services.

9.5. 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.

9.6. 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 all 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.

9.7. Shopify Integration. To the extent that Partner uses the Rokt Platform in connection with, or integrated into, a Partner Site hosted or provided by Shopify, Inc. or its affiliates (“Shopify”) (i.e. via the Rokt application entitled ‘Rokt Ecommerce’ available on the Shopify App Store (“Rokt Ecommerce Application”), Partner acknowledges and agrees that:

• a) Rokt is solely responsible for the Rokt Ecommerce Application;
• b) Shopify is not liable for any fault in the Rokt Ecommerce Application or any harm that may result from its installation or use;
• c) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Rokt Ecommerce Application; and
• d) Rokt is solely responsible for any liability which may arise from Partner’s access to or use of the Rokt Ecommerce Application, including: (i) the development, use, marketing or distribution of or access to the Rokt Ecommerce Application, including support thereof; or (ii) Rokt’s access, use, distribution or storage of Partner Data.

9.8. 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 use the Services or any End Customer information generated thereby to:
  • i. 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
  • ii. 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.
• c) Partner will not provide any material to Rokt which infringes the intellectual property rights of, or violates any agreement with, any third party:
• 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 or exceeding usage limits or quotas, (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 9.8, 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.

9.9. 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:
• i. 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
• ii. 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.

9.10. 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 9. 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.

10.1. 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.

10.2 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.

10.3. 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.

10.4. Limited License to Partner. Rokt grants the Partner a royalty free, non-exclusive, worldwide, non-sublicensable license to use the Rokt 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 7 (Licensed Software) above, Partner has no other rights in the Rokt Platform or Brand Features and may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Rokt Platform in any manner. Upon the expiration or termination of this Agreement, Partner will cease use of the Rokt Brand Features, License Software and the Rokt Platform and will promptly return all related documentation to Rokt or destroy all copies thereof in its possession or control.

10.5. Limited License to Rokt. Partner grants to Rokt a non-exclusive, royalty-free, worldwide, limited license to use (i) the Partner Brand Features for display as part of the Services, on Rokt websites and any other marketing or promotional material prepared by Rokt or its Affiliates and to advertise the availability of the Services and its integration into the Partner Service; and (ii) the Partner Upsell Content to the extent required to provide the Upsell Campaigns services. Upon the expiration or termination of this Agreement, Rokt will cease using the Partner Brand Features.

11.1. 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 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.

11.2. Rokt Privacy Policy. Rokt shall, where appropriate or 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.

11.3. 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 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.

11.4. 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) will 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.

11.5. 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 perpetual, non-exclusive, worldwide, royalty-free license to use Partner’s intellectual property rights relating to, Partner Data for the purposes of providing the Services or otherwise fulfilling its obligations to the Partner under the Agreement and making offers and promotions to End Customers. Rokt acknowledges that all Partner Data is Confidential Information of Partner.

11.6. 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.

11.7. 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. By using 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.

11.8. 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”) 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.

11.9. 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”) 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, provided however that to the extent of any inconsistency between Schedule 2 of this Agreement and Annex A to the DPA, Schedule 2 of this Agreement 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.

12.1. 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 12 (Confidentiality).

12.2. 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.

12.3. 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.

12.4. Injunctive Relief. Each Party acknowledges that any material violation by a Party of the rights and obligations provided in this Clause 12 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.

13.1. Indemnity by Rokt:

• a) Subject to Clauses 13.1(b) through 13.1(e), Rokt indemnifies, defends and holds harmless each of Partner, its Affiliates and their respective directors, officers, employees, agents and contractors both jointly and severally 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 13.1(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 13.1, 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.

13.2. Indemnity by Partner:

• a) Subject to Clause 13.2(b) and Clause 13.2(c), Partner indemnifies, defends and holds harmless each of Rokt, its Affiliates and their respective directors, officers, employees, agents and contractors both jointly and severally 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 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 13.2(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.

14.1. 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.

14.2. Liability Cap: Any liability arising under this Agreement is limited to the amount of the Partner Revenue Share Fee 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.

14.3. 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 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);

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

15.1. 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.

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

“Advertiser” means any entity (other than Partner or its Affiliates) whose Advertiser Content is served via the Rokt Platform as Advertising Campaigns into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members. Should Partner wish to act as an “Advertiser” across all Network Members, it shall do so via a separate Advertiser Agreement with Rokt or one of its Affiliates.

“Advertiser Agreement” means an agreement between Rokt or one of its associated entities and an Advertiser under which Rokt agrees to serve the Advertiser’s Advertiser Content via the Rokt Platform as Advertising Campaigns into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members.

“Advertiser Content” means information, data or other content sourced via the Advertising Campaigns that comprises Advertisers’ promotional material intended for serving into the Partner Content Areas via the Rokt Placement.

“Advertiser Receipts” means (i) monies actually received from Advertisers by Rokt or its associated entities in cleared funds in respect of Advertising Revenue, less (ii) any applicable taxes, Commissions, refunds, and any other costs that are jointly agreed upon.

“Advertising Campaigns” means the service of Rokt connecting Advertisers to Partners by publishing Advertiser Content to Partner’s End Customers on the Partner Content Areas and of connecting End Customers to Advertisers by way of referral, which may be optimized by Rokt by means of using Advertiser Content and confirmations and reminders (including via email) to increase overall engagement and performance.

“Advertising Revenue” means the total amount that Rokt charges Advertisers for serving Advertiser Content into the Partner Website(s) via the Rokt Platform as part of the Advertising Campaigns, as applicable.

“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).

“API” means application programming interface.

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

“Commissions” means funds paid to (a) Shopify for any applicable charges in connection with Shopify App Store and any revenue generated by the Rokt Ecommerce Application, or (b) Advertiser agencies, if applicable and incurred in the generation of Advertising Revenue.

“Cards” means any eligible credit card or payment product as determined by Rokt in consultation with a Payment Provider.

“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 selection of offer creative or engagement assets, e.g. 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.

“Engagement Campaigns” means the provision and use of the Rokt Platform to allow Partner to present campaigns, offers, promotions, information, data or other content which is published by Partner on the Partner Content Areas via the Rokt Placement or otherwise for Partner’s own internal customer engagement initiatives, including but not limited to cross-promotion, referral generation, market research, survey & polling, coupon/voucher distribution, and app download purposes, in addition to the sending of confirmations and reminders (including via email) related to such campaigns. For the avoidance of doubt, Engagement Campaigns is separate and distinct from Advertising Campaigns and Upsell Campaigns, and excludes third party advertising and Upsells.

"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.

“Excluded Advertisers” means those companies identified as excluded in the Partner’s account on the Rokt Platform, as modified from time to time by Partner on the Platform.

“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.

“Gross Transaction Value” means the gross transaction value that an End Customer pays for an Upsell.

“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, as 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.

“Link” means a hypertext text and/or graphic link from one Internet page or site to another Internet page or site.

“Merchant of Record” means the entity which accepts and receives payment directly from an End Customer in connection with Upsells Campaigns.

“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 Engagement Content” means any content provided by Partner to Rokt for the purpose of implementing Engagement Campaigns, including, without limitation, copy, images, APIs, data, catalogue information, links, and format files.

“Partner Upsell Content” means any content provided by Partner to Rokt for the purpose of implementing first party Upsell Campaigns, including, without limitation, copy, images, APIs, data, catalogue information, links, and format files.

“Partner Content Areas” means the digital properties or assets owned or controlled by Partner and made available for Advertiser Content and other Partner content, 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 Fee” means the Partner Revenue Share Fee as described in Clause 3.6.

“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 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.  

“Payments Marketplace” means the program Rokt has established with certain Payment Providers whereby Partner may offer a Card via the Rokt Placement in transaction and enable End Customers to respond to such offering by opening, completing and submitting an application for the Card.

“Payment Provider” means any financial services provider which makes offers via Payment Marketplace pursuant to an agreement between such financial services provider and Rokt.

“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.

“Provider Upsell Campaign” means an Upsell Campaign involving a Provider (to the extent made available by Rokt in the Rokt Ecommerce Application at Rokt’s sole discretion).

“Provider Upsell Content” means any content provided by a Provider to Rokt, including, without limitation, copy, images, software, APIs, data, catalogue information, links, and format files for the purpose of implementing third party Upsell Campaigns.

“Referral” means any interaction of an End Customer with the Rokt Placement which indicates an affirmative “opt-in” or acceptance to any offer or other intentional interaction of the End Customer with the Rokt Placement; by way of example and not limitation, any app download, cross-sell action or upsell action would be a Referral.

“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, sweepstake entries and 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 Rokt Ecommerce Application (as defined in clause 9.7), the Advertiser platform and network, Rokt’s transaction marketing engine, the Rokt websites, the web portal through which Partner may access its Rokt account, 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 or Engagement 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 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.

“Service Schedule” means the list of Services being utilized by Partner, as may be set forth in Schedule 1 attached to the Agreement or in any side letter, variation letter, or other agreement executed by the Parties which references this Agreement, and as may be amended or supplemented from time to time, including via confirmed email

“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, and associated support.

“Standard Revenue Share Fee” has the meaning described in Clause 3.6.

“Sweepstakes” means a sweepstake, lucky draw, contest, competition, other game of chance, or mixed game of chance and skill;

“Temporary Card Number” means the account number issued by a Payment Provider (or an affiliate thereof) that enables the recipient to make payment with that Payment Provider’s Card.

“Upsell” means the successful completion of a purchase by an End Customer of any product or service in connection with an Upsell Campaign.

“Upsell Campaigns” means the provision and use of the Rokt Platform to allow Partner to present End Customers with products or services via the Rokt Placement, during a transaction journey on a Partner Website, with add-to-cart functionality or other means of enabling a financial transaction with Partner from a customer experience perspective, irrespective of merchant of record. For the avoidance of doubt, Upsell Campaigns include both first party Upsells and third party Upsells.

“Upsell Provider” means any third party entity whose Provider Upsell Content is integrated with and served via the Rokt Platform, into the Partner Content Areas and other digital properties or assets owned or controlled by other Network Members in connection with Upsell Campaigns. Should Partner wish to act as a “Provider” across other digital properties or assets owned and controlled by other Network Members, it shall do so via a separate Provider Agreement with Rokt.

"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.

17.1. 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.

17.2. Governing Law and Jurisdiction. Subject to Clauses 9.7, 9.8, and 11, this Agreement is governed by and construed in accordance with the laws of New York, without having regard to any conflicts of laws provisions, and the Parties to this Agreement submit to the exclusive personal jurisdiction of the state and federal courts located in New York.

17.3. 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.

17.4. Amendments. The Agreement may be amended only by a written agreement signed by authorized representatives of both Parties. For the avoidance of doubt the Partner may update the list of Excluded Advertisers at any time.

17.5. 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.

17.6. 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.

17.7. 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.

17.8. 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.

17.9. 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.

17.10. 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.

17.11. 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.