Managed Services for Amazon Advertising

Managed Services for Amazon Advertising

Where Managed Services for Amazon Advertising is designated in a SOW, ChannelAdvisor will provide the following Services directed toward assisting Customer with marketing and advertising activities via Customer’s Amazon third-party (“3P”) and/or first-party (“1P”) advertising services Portal(s), in accordance with the scope detailed in the SOW. These Services are sometimes referred to as “Retail Media Services” in the SOW and/or invoice.

The Services shall include:

1. Unless otherwise provided in the SOW, the Services shall be performed for one (1) individual 3P and/or 1P Customer Portal. “Portal” means a third party site that is supported through the ChannelAdvisor platform and used to submit product data. For purposes of this SOW, the term Portal is included in the definition of “Network Site,” as that term is used in the MSA.
2. Ad Targeting.
   1. ChannelAdvisor will utilize multiple strategies to create and implement keywords targeting Amazon consumers via the applicable Customer Portal(s).
   2. ChannelAdvisor will work with Customer to develop and add a list of ASIN’s (which contain products available for purchase) to target ads and display an ad for this given set of ASIN’s. Unless otherwise provided in the SOW, ChannelAdvisor will assist Customer with the set-up and configuration of up to 250,000 active ASINs. “ASIN” refers to the 10-character Amazon Standard Identification Number that Amazon.com (and/or its partners) assigns to products offered for sale by Customer on the Amazon marketplace(s).
3. Bid Management. ChannelAdvisor will adjust bids (i.e., the cost-per-click or “CPC” bid in the applicable Customer Portal(s)) to assist in furthering Customer’s business objectives.
4. Budget Setting and Management. ChannelAdvisor will work with Customer to define an amount of advertising expense (budget) that Customer is willing to spend over a certain time period and implement the respective stated budgets in the applicable Customer Portal(s).
5. Campaign Development.  ChannelAdvisor will architect a campaign structure to align with Customer dynamics, including but not limited to budget, profit margin, pricing, and inventory data.
6. Keyword Management.  ChannelAdvisor will utilize a variety of different methods to create effective keywords that target qualified consumers to direct back to Customer’s website.

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

1. Customer must have a basic understanding of Amazon. Customer is responsible for opening and maintaining in good standing all necessary Amazon accounts and agreeing to, and complying with, all applicable Amazon requirements.
2. Customer must dedicate the effort and personnel necessary to utilize the Services and perform its respective obligations in a timely manner.
3. Customer may also be subject to additional terms and conditions should Customer choose to use content, software, or APIs provided by third parties.
4. Customer must provide all hardware and connectivity necessary to gain access to and use the ChannelAdvisor Platform Report functionality.
5. Services will begin when Customer provides ChannelAdvisor with inventory data that meets ChannelAdvisor’s specifications or approval, or fourteen (14) days from the SOW Effective Date, whichever comes first. Customer must be able to meet the applicable Amazon minimum data requirements by providing up to three (3) inventory files to ChannelAdvisor.
6. If Customer would like to utilize ChannelAdvisor’s APIs, then Customer is responsible for integrating with ChannelAdvisor’s API. All documentation is provided via the ChannelAdvisor Developer Network Google Group/Forum (https://developer.channeladvisor.com) and any technical support or questions should be directed to https://community.channeladvisor.com or by emailing support@channeladvisor.com.
7. Customer shall set up the applicable payment processing (i.e., PayPal account) and fulfillment accounts and provide processing account guidance as needed.
8. Customer is responsible for the design and identification of SKUs for its promotional and marketing materials.
9. Order integration with the ChannelAdvisor Platform is recommended where applicable, but not required, for the Services.

Grant of Rights; Disclaimers.  Customer grants to ChannelAdvisor all rights (to the extent it can) necessary for ChannelAdvisor to perform Services on behalf of Customer, including but not limited to, the right to access Customer’s applicable Amazon accounts and Portal(s) as needed to retrieve and post information in furtherance of the Services, and to order advertising placements on Amazon.  Customer must submit Customer’s advertising budget guidelines to ChannelAdvisor 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, ChannelAdvisor 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 Amazon is not “fixed” and is affected by factors beyond the exclusive control of either party. ChannelAdvisor will use commercially reasonable efforts to manage Customer’s advertising in accordance with Customer’s budgetary guidelines. ChannelAdvisor 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 ChannelAdvisor, with the notice to be provided at least ten (10) days following the end of the month at issue. IN ADDITION TO ANY WARRANTY DISCLAIMERS IN THE MSA, CHANNELADVISOR MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE EFFECTIVENESS OF ADVERTISING MANAGED BY THE TECHNOLOGY, AMAZON RANKING AND PENETRATION ON AMAZON.

If ChannelAdvisor grants Customer the right to use the ChannelAdvisor Platform on a Self-Service basis in an applicable SOW, and ChannelAdvisor is also providing Managed Services, the following terms shall apply to Customer: Customer’s right to access and use the Marketplaces Module and/or the Digital Marketing Module, and any accompanying features or components, in a Self-Service capacity is limited solely to those Network Sites, or available features of such Network Sites, that ChannelAdvisor is not managing on Customer’s behalf as part of the Managed Services. Additionally, Customer shall not access the Network Site accounts, or available features of such accounts, that ChannelAdvisor is managing on Customer’s behalf. Customer, and not ChannelAdvisor, shall be responsible for any modifications and any results of such modifications that Customer makes to the Network Site Accounts for which ChannelAdvisor is providing Managed Services.

Fees. Unless otherwise noted in the applicable SOW, the following fees will apply to the Digital Marketing Module.

• Upfront Fees, Startup Fees, Setup Fees, Launch Fees, and/or additional fees may also apply, as stated in the SOW.
• A recurring Subscription Fee for Self-Service access to the Digital Marketing Module, or a recurring Service Fee for Managed Services associated with the Digital Marketing Module.
• A variable fee based upon either Ad Spend or GMV of the Customer:
  • “Ad Spend” means the total amount of “cost per click” fees Customer spends on the Network Site(s) associated with the Digital Marketing Module.
  • “GMV” or “Gross Merchandise Value” means the sum equal to the value of Customer’s products processed for sale using any Service (for example, sold on a Network Site or Customer’s e-commerce website). GMV excludes shipping, sales tax, and, where applicable, VAT and GST, if the Network Site itemizes these amounts. GMV is calculated at the time of completion of checkout by a buyer. For purposes of calculating GMV, GMV is converted to the appropriate currency stated in the applicable SOW on a daily basis (using Greenwich Mean Time (GMT) as the standard time) applying the applicable rates at https://www.currencysystem.com/currencyserver/feeds/ or a similar service that ChannelAdvisor reasonably designates from time to time.

Calculation of the Monthly GMV Fee and/or Monthly Ad Spend Fee:

• Where GMV or Ad Spend resets every monthly period, the amount of the Monthly GMV Fee and/or Monthly Ad Spend Fee is calculated at the end of the calendar month in which it was accrued, in accordance with the following process: first, the amount of GMV/Ad Spend is identified. Then the GMV/Ad Spend percentage listed in the SOW is applied to the total monthly GMV/Ad Spend to determine the applicable Monthly GMV/Ad Spend Fee.
• Where GMV or Ad Spend resets every annual period, the amount of the Monthly GMV Fee and/or Monthly Ad Spend Fee is calculated at the close of the calendar month in which it was accrued, in accordance with the following process: first, the amount of GMV/Ad Spend in a certain month is calculated. Then the applicable GMV/Ad Spend percentage rate from the table above is applied to the amount equal to the difference in: (a) the cumulative GMV/Ad Spend amount accrued year-to-date as of the month in which the invoice pertains, and (b) the cumulative GMV/Ad Spend amount from the preceding month.

Additional Managed Services for Amazon Advertising – 1P Only

Where Managed Services for Amazon Advertising for 1P is designated in a SOW, and the total Ad Spend under the SOW is at least $25,000.00 (or the applicable currency as designated in the SOW) per monthly period, ChannelAdvisor will provide the following additional Services detailed in the chart below, directed toward assisting Customer with marketing and advertising activities via Customer’s Amazon 1P advertising services Portal(s) on Customers’ behalf, in accordance with the scope detailed in the SOW.

Unless otherwise provided in the SOW, Services shall apply to one (1) individual Amazon Vendor Central account. Customer authorizes ChannelAdvisor to access its first party Portal account(s), as needed, and accept any applicable terms on Customer’s behalf if necessary to provide the Services.

The total monthly Ad Spend Tier indicated in the SOW shall determine whether the scope of the Services falls under Column 1 or Column 2. For example, if the SOW indicates that the first tier is at least $25,000.00 per monthly period (or 25,000.00 in the applicable currency under the SOW), the scope of Services shall fall within Column 1; if the first tier is greater than $85,000.00 (or 85,000.00 of the applicable currency under the SOW), then the scope of Services falls within Column 2.

*Or the applicable currency as designated in the SOW.