Where Performance Marketing Ad Agency Services are designated in a SOW, Rithum will provide the following Services directed toward managing the Performance Marketing Ad Agency Module on Customers’ behalf, in accordance with the scope detailed in the SOW. Performance Marketing Ad Agency Services was previously referred to as “Managed Digital Marketing Services”.

Launch Services  

For the initial Launch Services, Customer will work with Rithum to complete a “Get Started” questionnaire inclusive of Network Site account credentials (usernames and passwords). Rithum and Customer will work together to integrate inventory into the Rithum Platform subject to the restrictions and assumptions of the SOW. Rithum will configure and launch new advertisements and feeds from the Rithum Platform. If applicable, prior to launch, Rithum will provide Customer with the necessary instructions on installation of tracking pixels that must be implemented by the Customer in order for Orders and Revenue to populate within the software. Network Site launch timelines may vary depending on Customer priorities.

Customer will have access to the Rithum Platform Report interface, which includes the following data at the provider, campaign, ad group and keyword level, where applicable: Impressions* / Clicks* / Cost per click* / Orders / Conversion % / Revenue / Cost* / ERS / AOV (* indicates that this information will appear only where provided to Rithum by the Network Site).

The various types of Performance Marketing Ad Agency Services Rithum provides are listed below. The particular Performance Marketing Ad Agency Services Customer has selected are designated in the applicable SOW, and Rithum will provide those Services in accordance with the terms herein and with the scope detailed in the SOW.

Performance Marketing Ad Agency Services: Feeds Managed Services

For the avoidance of doubt, this Section describes the Services provided where the applicable SOW references “Feeds Managed Services” (“Feeds Managed Services” was previously referred to as “Product Feed Management”). Rithum will utilize proprietary best practices and Rithum’s Merchandising Engine technology to optimize the product data feeds associated with Customer’s Network Site accounts and/or Feed destinations.

“Feeds” means the features and functionality of the Rithum Platform that allow product data feeds to be developed, managed, and sent to various online destinations for which Rithum has an existing connection and/or template. For purposes of clarification, Product Feed Management Services are not available for transactional programs (i.e. third-party marketplaces accounts) or first-party programs (i.e. management of retail content).

Unless otherwise provided in the SOW, as part of the Product Feed Management Services, Rithum will assist Customer with the set-up and configuration of up to 250,000 Inbound SKUs. “Inbound SKUs” are SKUs that Customer provides to Rithum that can be distributed to third-party sites via the Rithum Platform.

For clarity, any reference to a Product Feed Management Package (Assist, Accelerate, or Complete) is replaced with the following:

  • Category Mapping.  Category mapping to Network Site taxonomy of new categories to Customer inventory feed, where applicable.
  • Feed Creation.  Rithum will configure and map product data to applicable Network Sites in accordance with Customer’s requirements/specifications.
  • Feed Submission.  Rithum will syndicate inventory feeds to applicable Network Sites on a daily basis.
  • Feed Monitoring.  Rithum will regularly monitor the status of inbound and outgoing feeds with the goal of successful and timely processing of inventory.
  • Issue Identification & Resolution. Rithum will identify and resolve feed issues as they arise.
  • Content Enhancements.  Product title and description enhancement will be made on an ongoing basis as needed and where applicable to maximize offer visibility.  In addition to data collected by the Rithum tracking system, Rithum may request historical performance data at the product, category and/or keyword level from other marketing campaigns as a basis for such efforts.
  • Monthly Support.  Rithum will provide up to twelve (12) support hours each calendar month to respond to inbound requests related to the Product Feed Management Services or product feed issues, and will provide two (2) biweekly scheduled calls per calendar month to discuss Customer’s performance data. Customer will submit requests to an email address provided by Rithum. The hours and call will be provided during Rithum’s normal business hours.

All additional Services beyond the scope of work detailed herein, including additional Feeds, shall be as mutually agreed upon by the parties and are subject to additional Fees. Customer may purchase additional support hours in packages of five (5) hours each, for an additional one-time Service Fee of USD 1,000.00 per package (or 1,000.00 of the applicable currency under the SOW), subject to a mutually signed writing; any additional support hours must be used within thirty (30) days following the date in which such signed writing is effective.

Performance Marketing Ad Agency Services: Campaign Management

  • Campaign Management.

For the avoidance of doubt, this Section describes the Services provided where the applicable SOW references “Campaign Management.” For each of the Campaign Management Services listed below, Rithum will provide:

    1. Bid Management. Rithum will leverage its proprietary bidding technology and a variety of other methods to optimize to Customer’s profitability goals.
    2. Budget Management.  Rithum will manage Customer’s ad budget as stated in the SOW and allocate spend across agreed-upon Network Sites in support of achieving Customer’s performance goals.
    3. Promotional Updates.  Rithum will work with Customer to understand promotional strategy and align efforts to accurately display applicable promotions on managed Network Sites.
    4. Reporting & Analytics.  In addition to providing the Rithum Platform Report as stated in the SOW, Rithum will provide regular performance reporting to provide deep performance insights to Customer.
    5. Strategy & Planning.  Rithum will work with Customer to develop an ongoing strategy within the scope of the Agreement directed toward achieving Customer’s goals.

Additionally, for the specific Campaign Management Services identified in the SOW, Rithum will provide where applicable:

  • Campaign Management – Search Engine Marketing Services
    1. Ad Copy Development.  Rithum will create, maintain, optimize and test ad copy to maximize clickthrough rates for Customer.
    2. Audience Management.  Rithum will leverage best practices to create audiences based on consumer behavior to better segment different valued consumers and align bid management strategies accordingly.
    3. Campaign Development.  Rithum will architect a campaign structure to align with Customer dynamics, including but not limited to budget, profit margin, pricing, and inventory data.
    4. Keyword Management.  Rithum will utilize a variety of different methods to create effective keywords that target qualified consumers to direct back to Customer’s website.
    5. Query Management.  Rithum will regularly review user queries available at Network Sites and optimize based on performance.
  • Campaign Management – Product Listing Ad Services
    1. Audience Management.  Rithum will leverage best practices to create audiences based on consumer behavior to better segment different valued consumers and align bid management strategies accordingly.
    2. Campaign Development.  Rithum will architect a campaign structure to align with Customer dynamics, including but not limited to budget, profit margin, pricing, and inventory data.
    3. Query Management.  Rithum will regularly review user queries available at network sites and optimize based on performance.
  • Campaign Management – Paid Social Services
    1. Ad Copy Development.  Rithum will create, maintain, optimize and test ad copy to maximize clickthrough rates for Customer.
    2. Audience Management.  Rithum will leverage best practices to create audiences based on consumer behavior to better segment different valued consumers and align bid management strategies accordingly.
    3. Campaign Development.  Rithum will architect a campaign structure to align with Customer dynamics, including but not limited to budget, profit margin, pricing, and inventory data.
    4. Supported Ad Format. For purposes of clarification, Campaign Management: Paid Social Services shall only apply to ad formats in which an online site visitor’s click results in a completed transaction (i.e. the site visitor purchases Customer’s product(s) on Customer’s website). Example of a supported format: Facebook’s Supported Objectives categories of “Conversions” and “Catalog Sales”.
  • Campaign Management – Video Advertising Services
    1. Ad Development. Rithum will work with Customer’s advertising materials, as provided by Customer to Rithum, to help develop and test video advertising variations.
    2. Audience Management.  Rithum will leverage best practices to target audiences based on consumer behavior to better segment different valued consumers and align bid management strategies accordingly.
    3. Campaign Development.  Rithum will architect a campaign structure to align with Customer dynamics, including but not limited to budget, profit margin, and audience targeting.
    4. Keyword Management.  Rithum will utilize top keyword data from Customer’s existing Google paid search efforts to create effective keywords that target qualified consumers on the applicable Network Site.
    5. Bid Management.  Within the scope of the Agreement, Rithum will leverage available bid strategies in alignment with Customer’s goals.
  • Campaign Management – Feed Management (this Service was formerly referred to as “Feed Management”)

Rithum will utilize proprietary best practices and Rithum’s Merchandising Engine technology to optimize the data feeds associated with Customer’s Network Site accounts and/or Flex Feed destinations. Such actions may include but are not limited to:

    1. Category Mapping.  Category mapping to Network Site taxonomy of new categories to Customer inventory feed, where applicable.
    2. Content Enhancements.  Product title and description enhancement will be made on an ongoing basis as needed and where applicable to maximize offer visibility.  In addition to data collected by the Rithum tracking system, Rithum may request historical performance data at the product, category and/or keyword level from other marketing campaigns as a basis for such efforts.
    3. Feed Changes.  Implementation of changes to feeds that are requested by the Customer.
    4. Feed Creation.  Rithum will configure and map product data to applicable Network Sites in accordance with Customer’s requirements/specifications.
    5. Feed Monitoring.  Rithum will regularly monitor the status of inbound and outgoing feeds with the goal of successful and timely processing of inventory.
    6. Issue Identification & Resolution. Rithum will identify and resolve feed issues as they arise.
    7. Feed Submission.  Rithum will syndicate inventory feeds to applicable Network Sites on a daily basis.

Requirements

Rithum’s performance of the Services is subject to Customer’s ongoing fulfillment of the following requirements to Rithum’s reasonable satisfaction:

  1. Customer must provide all hardware and connectivity necessary to gain access to and use the Rithum Platform Report functionality.
  2. Customer must have a basic understanding of applicable Network Sites.
  3. Customer must have one-to-one SKU/Inventory Number-per-Item relationship in place, or Rithum will either i) use an existing unique value or ii) generate SKUs so each item has a unique SKU number. Existing SKU values cannot exceed 40 characters in length.
  4. Services will begin when Customer provides an Inventory Feed that meets Rithum’s specifications or approval and that contains product page URLs of a single domain. Up to two (2) Inventory Feeds may be provided. The Customer must update each Inventory Feed at least weekly.  “Inventory Feed” means a transfer of product data from Customer to Rithum by means of FTP or API.
  5. If Customer would like to utilize Rithum’s APIs, then Customer is responsible for integrating with Rithum’s API. All documentation is provided via the Rithum Developer Network Google Group/Forum (http://developer.Rithum.com) and any technical support or questions should be directed to the Rithum Knowledge Center.
  6. Customer must have no more than 1,000 unique categories.
  7. Customer must provide at least one Account per Network Site. Customer must have completed the approval process for the Network Site(s) and have access to applicable Network Site Account(s).
  8. Customer must submit Customer’s advertising budget guidelines to Rithum in writing prior to the first day of the applicable month in which the budget is to be used.  If the guidelines are not timely received, Rithum is authorized to continue incurring costs to avoid disruptions to Customer’s advertising campaigns and will use reasonable judgment in managing those costs. Customer acknowledges and agrees that the cost of placing advertisements on Network Sites is not “fixed” and is affected by factors beyond the exclusive control of either party. Rithum will use commercially reasonable efforts to manage Customer’s advertising in accordance with Customer’s budgetary guidelines. Rithum is not responsible for third-party advertising costs that exceed Customer’s budgetary guidelines. If advertising costs materially exceed Customer’s budgetary guidelines for three (3) consecutive months and are not otherwise authorized by Customer, Customer may, as its sole and exclusive remedy, terminate this SOW upon at least thirty (30) days prior written notice to Rithum, with the notice to be provided at least ten (10) days following the end of the month at issue.
  9. Customer must provide all information and materials required for Rithum to provide the Services, and Customer must dedicate the effort and personnel necessary to configure and utilize the Services in a timely manner.
  10. Customer may also be subject to additional terms and conditions should Customer choose to use content, software, or APIs provided by third parties.

IN ADDITION TO ANY WARRANTY DISCLAIMERS IN THE MSA, RITHUM MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE EFFECTIVENESS OF ADVERTISING MANAGED BY THE TECHNOLOGY, CUSTOMER SITE RANKING AND PENETRATION FOR NETWORK SITES OR FLEX FEED DESTINATIONS. RITHUM IS NOT LIABLE FOR ANY COSTS INCURRED BY CUSTOMER AS A RESULT OF CUSTOMER’S FAILURE TO UNDERSTAND BIDDING AND SPENDING LIMIT FUNCTIONALITY.