The Digital Marketing Module
Any reference to an applicable SOW below shall also equally refer to an applicable Order Form.
Description. The ChannelAdvisor Digital Marketing Module allows a Customer to manage digital marketing campaigns across multiple channels and providers from a single interface. Programs include product listing ads, paid search, comparison shopping engines, paid social, and hundreds of other feed destinations. Features include performance reporting, campaign management, bid management, among other advanced features. Where Customer has been granted Self-Service access to Flex Feeds and/or Feeds functionality only in the applicable SOW, Customer may only access the Flex Feed and/or Feed functionality of the Digital Marketing Module.
Dependencies. To use the Digital Marketing Module a Customer must properly install the tracking pixel functionality, which is necessary to track performance of metrics such as GMV and Ad Spend. As a condition of using the Digital Marketing Module or associated Services, Customer agrees that correct tracking pixels will be installed and Customer will ensure that accurate order value information is passed to ChannelAdvisor to track GMV and Ad Spend. Customer shall not take any actions to circumvent, or attempt to circumvent, ChannelAdvisor’s ability to track GMV and Ad Spend.
For Services that involve campaign management and are subject to an Ad Spend Fee, Customer agrees that: (a) all Customer product listings and transactions on the Network Site or Flex Feed/Feed destination selected in an SOW must be routed through the ChannelAdvisor Platform and/or Services; (b) any transaction that Customer concludes on the Network Site or Flex Feed/Feed destination described in an SOW, whether or not it is processed by the ChannelAdvisor Platform and/or Services, is subject to inclusion in the calculation of GMV and Ad Spend, notwithstanding anything in the Agreement to the contrary; and (c) Customer is obligated to record the transactions in the ChannelAdvisor Platform or notify ChannelAdvisor of any transactions not recorded in the ChannelAdvisor Platform for any reason whatsoever. ChannelAdvisor has the right to audit Customer’s compliance with the foregoing. Customer shall maintain accurate and updated records of all Network Site transactions for no less than twelve (12) months and provide them to ChannelAdvisor upon request. Customer shall be responsible for any payment discrepancies.
Customer must provide product data to ChannelAdvisor using a data feed, API or the user interface. Customer is responsible for the setup and maintenance of its accounts with third party providers such as Google, Comparison Shopping Engines, and/or other feed destinations.
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 Digital Marketing Module, and any accompanying features or components, in a Self-Service capacity is limited solely to those Network Sites or Flex Feed/Feed destinations, or available features of such Network Sites or Flex Feeds/Feed destinations, that ChannelAdvisor is not managing on Customer’s behalf as part of the Managed Services. Additionally, Customer shall not access the Network Site or Flex Feed/Feed destination 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 or Flex Feed/Feed destination Accounts for which ChannelAdvisor is providing Managed Services.
Limitations. Data feeds features support product data feeds of up to 250,000 products.
- 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 a buyer’s payment is cleared. 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 http://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:
- Monthly Reset. Where the SOW states that the GMV or Ad Spend resets every monthly period, the amount of the Monthly GMV Fee and/or Monthly Ad Spend Fee shall be 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 shall be identified. Then the GMV/Ad Spend percentage listed in the SOW shall be applied to the total monthly GMV/Ad Spend to determine the applicable Monthly GMV/Ad Spend Fee.
- Annual Reset. Where the SOW states that the GMV or Ad Spend resets every annual period, the amount of the Monthly GMV Fee and/or Monthly Ad Spend Fee shall be 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 shall be calculated. Then the applicable GMV/Ad Spend percentage rate from the table above shall be 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.
- Term Extensions. If the parties modify or extend the SOW Term at any time, and such SOW includes a GMV or Ad Spend Fee, the reset date for GMV/Ad Spend accrual shall not change unless otherwise expressly stated in a mutually signed writing.
- Mid-Month Tier Changes for Monthly Accrual Periods. If the parties agree to modify the GMV or Ad Spend tier via a mutually signed amendment to the SOW prior to first calendar day of a monthly accrual period (i.e., prior to the first calendar day of the subsequent month following the accrual of GMV or Ad Spend), ChannelAdvisor shall apply the GMV or Ad Spend rate applicable for the majority of the accrual period until such period resets (ex: if the GMV or Ad Spend is modified on the 20th calendar day of a month, the rate applicable to the first twenty (20) days shall apply for the whole monthly period).
- Mid-Year Tier Changes for Annual Accrual Periods. If the parties agree to modify the GMV or Ad Spend tier via a mutually signed amendment to the SOW prior to first calendar day of an annual accrual period (i.e., prior to the first calendar day of the subsequent annual period following the accrual of GMV or Ad Spend), ChannelAdvisor shall pro-rate the annual GMV/Ad Spend tier (and any accrued GMV/Ad Spend Fees) for the period beginning from the most recent annual GMV or Ad Spend reset date (i.e. the reset prior to the pricing change) through the effective date of the pricing change.
Fulfillment/Shipment/Inventory/Taxes. Customer is responsible for fulfilling all its buyers’ orders. Customer must ship all products purchased through a Network Site within a commercially reasonable time after Customer has received payment for the products. As between ChannelAdvisor and Customer, title and risk of loss remains with Customer at all times. Customer is solely responsible for maintaining inventory levels sufficient to support its sales of products and comply with the Federal Trade Commission (FTC) “Mail or Telephone Order Merchandise Rule” set forth in 16 CFR Part 435 as updated from time to time.