Partner Revenue Program

Payment Terms and Conditions

These Payment Terms and Conditions (these “Payment Terms”), together with the Data License Agreement between Licensor and Dewey (the “License Agreement”), contain the complete terms that apply to Licensor becoming a partner in the Revenue Partner Program (the “Program”). All capitalized terms not defined in these Payment Terms have the meaning ascribed to them in the License Agreement.
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1. Payment Terms
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Subject to Licensor’s compliance with these Payment Terms and the License Agreement, within thirty (30) days after the end of each calendar quarter, Dewey will pay Licensor a Revenue Payout as calculated below. Licensor will be solely responsible for all taxes, duties, governmental assessments, and the like (excluding Dewey’s income tax).

2. Payout Mechanics

To qualify for a Revenue Payout in a calendar quarter, Partner must be enrolled in the Program and have at least one (1) Consumption during such calendar quarter.

At the endof each calendar quarter, Dewey will rank each qualifying Partner based on their number of Consumptions during such calendar quarter. The qualifying Partner with the lowest number of Consumptions will be ranked 1 and the qualifying Partner with the highest number of Consumptions will be ranked n.

Qualifying Partners will be paid a Revenue Payout based on their Payout Weighting, which is based on their relation to the Mean Rank.
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“Consumption” is the consumption metric for a data set as reported by the Platform. Maximum one (1) Consumption unit per user per Partner in a given quarter.

“Mean Payout” means the amount equal to (x) the Partner Pool divided by (y) the total number of Partners.

Mean Rank” means the amount equal to (x) the sum of all ranks divided by (y) the total number of qualifying Partners.

“Partner” is any data supply partner of Dewey.

“Partner Pool” for a calendar quarter is an amount equal to a percentage of all gross revenues recognized as Platform subscription revenue during such calendar quarter. Dewey will determine the size of this Partner Pool each calendar quarter in its discretion.

“Revenue Payout” for a qualifying Partner during a calendar quarter is calculated by multiplying (x) that Partner’s Payout Weighting for such calendar quarter by (y) the Mean Payout for such calendar quarter.

3. Term and Modification

These Payment Terms begin on the Effective Date. Dewey may modify these Payment Terms at any time in its sole discretion, provided that Dewey will provide Licensor with advance notice at least fifteen (15) days before any such change. Licensor may reject any such change and terminate the License Agreement and these Payment Terms by providing notice of termination within such notice period, otherwise the term of the License Agreement and these Payment Terms shall continue as provided in the License Agreement.