First Party Functionality

First Party Functionality

Any reference to an applicable SOW below shall also equally refer to an applicable Order Form.

Descriptions.

First Party – Retail Content Management functionality of the Marketplaces Module. The First Party Retail Content Management functionality of the Marketplace Module allows Customer to use ChannelAdvisor’s data transformation capabilities (as well as syndication integration where supported) to facilitate generation of retail product content in the required format of the retailer Network Site. Customer must provide product and/or inventory quantity to ChannelAdvisor using a data feed, API or the user interface and provide access to its accounts at each retailer Network Site that will be managed via use of the ChannelAdvisor Platform. Where no syndication is supported, Customer must provide a blank retailer “new item set up template” to generate the retail product content template within the ChannelAdvisor Platform. Customer is responsible for obtaining appropriate authorizations from each retailer Network Site, and for the setup and maintenance of its accounts with each retailer Network Site. Unless otherwise agreed upon by the parties, Customer must purchase a Launch Service for each retailer Network Site with which it uses the Retail Content Management functionality.

First Party – Wholesale functionality of the Marketplaces Module. For any retailer Network Sites listed in the applicable SOW or that Customer may choose to Launch from time to time in accordance with these terms, the First Party Wholesale functionality of the Marketplace Module allows Customer to manage wholesale orders with multiple retailer Network Sites from a single user interface. The First Party Wholesale functionality also includes inventory and/or listing management for up to 600,000 inventory items, order and fulfilment, and invoice management and performance reporting. The First Party Wholesale functionality may include the ability to manage the transformation and/or syndication of Customer content (subject to Network Site capability and existing ChannelAdvisor Platform integrations). Customer must provide product and/or inventory data to ChannelAdvisor using a data feed, API or the user interface and provide access to its accounts at each retailer Network Site that will be managed using ChannelAdvisor. Customer is responsible for obtaining appropriate authorizations from each retailer Network Site, and for the setup and maintenance of its accounts with each retailer Network Site. Unless otherwise agreed by the parties, Customer must purchase a Launch Service for each retailer Network Site with which it uses the First Party Wholesale functionality, via a mutually signed agreement (i.e. SOW or an Additional Service Order). For First Party Wholesale functionality launches, Customer must provide product and/or inventory data to ChannelAdvisor using a data feed, API or the user interface. The Customer will also need to provide access to its accounts at each retailer that will be managed using ChannelAdvisor. Customer is responsible for the setup and maintenance of its accounts with each retailer.

First Party – Drop Ship. For any retailer Network Sites listed in the applicable SOW or that Customer may choose to Launch from time to time in accordance with these terms, the First Party Drop Ship functionality allows Customer to manage dropship orders with multiple retailer Network Sites from a single user interface. The First Party Drop Ship functionality also includes inventory and/or listing management for up to 600,000 inventory items, order and fulfilment, and invoice management and performance reporting. The First Party Drop Ship functionality may include the ability to manage the transformation and/or syndication of Customer content (subject to Network Site capability and existing ChannelAdvisor Platform integrations). Customer must provide product and/or inventory data to ChannelAdvisor using a data feed, API or the user interface and provide access to its accounts at each retailer Network Site that will be managed using ChannelAdvisor. Customer is responsible for obtaining appropriate authorizations from each retailer Network Site, and for the setup and maintenance of its accounts with each retailer Network Site. Unless otherwise agreed by the parties, Customer must purchase a Launch Service for each retailer Network Site with which it uses the First Party Drop Ship functionality, via a mutually signed agreement. For purposes of clarification, Customer shall pay a Monthly GMV Fee for the First Party Drop Ship functionality pursuant to the GMV tiers and percentages detailed in the applicable SOW. The GMV generated through Customer’s use of the First Party Drop Ship functionality shall be aggregated with and calculated pursuant to the GMV terms detailed in the applicable SOW.

Dependencies. Customer must provide product data to ChannelAdvisor using a data feed, API, or the applicable Module user interface in order to use the Marketplaces Module. Customer is responsible for the setup and maintenance of its accounts with each marketplace. Customer also must provide ChannelAdvisor with access to each marketplace account that will be managed using the Marketplaces Module. As a condition of using the Marketplaces Module or associated Services, Customer will ensure that accurate order value information is passed to ChannelAdvisor to track GMV. Customer shall not take any actions to circumvent, or attempt to circumvent, ChannelAdvisor’s ability to track GMV.

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, 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.

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 First Party Functionality and accompanying features or components in a Self-Service capacity is limited solely to those Network Site or Flex Feed/Feed destinations, or available features of such Network Sites or Flex Feed/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 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 Accounts for which ChannelAdvisor is providing Managed Services.

Fees. Unless otherwise noted in the applicable SOW, the following fees will apply to the First Party Functionality.

  • 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.
  • Additional Fees For First Party – Drop Ship: In addition to the foregoing Fees, a variable fee based upon GMV of the Customer:
    • “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 http://www.currencysystem.com/currencyserver/feeds/ or a similar service that ChannelAdvisor reasonably designates from time to time.
    • Where GMV resets every monthly period, the amount of the Monthly GMV 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 is identified. Then the GMV percentage listed in the SOW is applied to the total monthly GMV to determine the applicable Monthly GMV.
    • Where GMV or Ad Spend resets every annual period, the amount of the Monthly GMV 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 in a certain month is calculated. Then the applicable GMV percentage rate from the table above is applied to the amount equal to the difference in: (a) the cumulative GMV amount accrued year-to-date as of the month in which the invoice pertains, and (b) the cumulative GMV amount from the preceding month.

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.