Retail Media

RETAIL MEDIA

Where Retail Media Services is designated in a SOW, ChannelAdvisor will provide the following services directed toward assisting Customer with marketing and advertising activities on Customer’s third-party (“3P”) and/or first-party (“1P”) advertising services Portal(s), in accordance with the scope detailed in the SOW (the “Services”):

1. Description. The Services shall include:
   1. Unless otherwise provided in the SOW, the Services shall be performed for one (1) individual Portal for each Network Site(s) referenced in the SOW. “Portal” means a third-party advertising platform site used to submit and retrieve Customer product data that is supported by the Services (including through the ChannelAdvisor Platform, where such functionality is available). 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 create and implement targeting strategies direct towards online consumers on the applicable Network Site.
      2. ChannelAdvisor will work with Customer to develop and add a list of up to 250,000 active SKUs, ASINs, or similar product identifier (herein referred to collectively as “SKU” for purposes of the SOW) to target and display ads for a designated set of SKUs. Unless otherwise provided in the SOW, ChannelAdvisor will assist Customer with the set-up and configuration of the advertising campaigns for such SKUs; provided, that Customer will be responsible for creating and/or configuring the actual SKU data.
   3. Bid Management. ChannelAdvisor will adjust bids (i.e., the cost-per-click or “CPC” bid, or other relevant bid modifier (i.e. cost-per-impression or CPM), 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/or inventory data.
   6. Keyword Management. Where applicable, ChannelAdvisor will utilize a variety of different methods to create effective keywords that target qualified consumers.
2. 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 the Network Sites for which the Services are utilized. Customer is responsible for opening and maintaining in good standing all necessary Network Site/Portal accounts and agreeing to, and complying with, all applicable Network Site 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. Customer must provide ChannelAdvisor with access to the applicable Portal (and where applicable, the ChannelAdvisor API is connected).
   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 Knowledge Center and ChannelAdvisor Developer Network Google Group/Forum (http://developer.channeladvisor.com) and any technical support or questions should be emailed to support@channeladvisor.com.
   7. Customer shall set up the applicable payment processing 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.
3. 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 Network Site accounts and Portal(s) as needed to retrieve and post information in furtherance of the Services, and to order advertising placements on the applicable Network Site. 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 a Network Site 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, NETWORK SITE RANKING AND PENETRATION ON A NETWORK SITE(S).

   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 Retail Media Services for such Module and/or ChannelAdvisor Platform functionality, the following terms shall apply to Customer: Customer’s right to access and use the applicable Modules, and any accompanying features or components, in a Self-Service capacity is limited solely to those Network Sites and/or Portal(s), or available features of such Network Sites or Portals, that ChannelAdvisor is not managing on Customer’s behalf as part of the Retail Media Services. Additionally, Customer shall not access the Network Site and/or Portal 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 and/or Portal Accounts for which ChannelAdvisor is providing Retail Media Services.

4. Pilot Programs. Where a Network Site is designated as a pilot only in the SOW (“Pilot Network Site”), the following conditions shall apply:
   1. Customer acknowledges and agrees that Customer may experience issues with the performance and functionality of the Services for the Pilot Network Site, which is in pilot status only. Customer acknowledges and agrees that it will be using the Services for any Pilot Network Site at its own risk, and that ChannelAdvisor shall not issue any credits or other compensation related to the offering under the Agreement.
   2. Customer agrees to provide feedback to ChannelAdvisor on the performance and features of the Services for the Pilot Network Site(s). ChannelAdvisor shall own the intellectual property rights in and resulting from suggestions, ideas, enhancements, feedback, recommendations, and the like.
5. ChannelAdvisor Specific Terms. Customer agrees and acknowledges the following:
   1. Walmart. The ChannelAdvisor API must be used for the Services. Any advertising campaigns managed through the ChannelAdvisor API may only be modified within the API and the data associated with such campaigns cannot be transferred from the API to external destinations. If Customer terminates Services for Walmart at any time, for any reason, ChannelAdvisor shall immediately disable any live Walmart campaigns managed within the ChannelAdvisor API, and such campaigns may not be further modified without directly accessing the API. Customer is responsible for maintaining backups of its data associated with Walmart campaigns.
   2. eBay. The Services may only be provided for an eBay Portal if Customer is also currently utilizing the ChannelAdvisor Platform Marketplaces Module and the ChannelAdvisor API for eBay to manage its marketplace activities on such Portal.
   3. Allegro. The Services may only be provided for an Allegro Portal if Customer is also currently utilizing the ChannelAdvisor Platform Marketplaces Module and the ChannelAdvisor API for Allegro to manage its marketplace activities on such Portal.
   4. Criteo-supported Network Sites. Customer must have at least one (1) active account with Criteo that ChannelAdvisor is able to directly access for purposes of providing the Services. For Network Sites designated as first party (1P) in the SOW, ChannelAdvisor will provide the Services using Criteo for Network Sites only where the Network Site is actively carrying Customer’s products.
6. Fees. Unless otherwise noted in the applicable SOW, the following fees will apply to the Services:
   1. Upfront Fees, Startup Fees, Setup Fees, One-time Fees, Launch Fees, and/or additional fees may also apply, as stated in the SOW.
   2. A recurring Service Fee for the Services.
   3. A variable fee based upon either Ad Spend or GMV of the Customer:
      • “Ad Spend” means the total amount of “cost per click” or “CPC bid”, or other relevant bid modifier (i.e. cost-per-impression or CPM), fees that Customer spends or accumulates on the Network Site(s) associated with the Services.
      • “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.
   4. 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.
      • Feeds. For purposes of clarification and unless expressly provided in the applicable SOW, Customer shall pay a GMV Fee for all GMV associated with use of the Module, including where Feeds are used to transfer order data to and from Network Sites via the Module, in accordance with the GMV tiers and percentages detailed in the applicable SOW; any GMV accrued from Feeds shall be aggregated and calculated pursuant to the GMV terms detailed in the SOW.

Additional Managed Services for Amazon – 1P Only

Where Retail Media Services for Amazon 1P is designated in a SOW, and the total Ad Spend under the SOW is at least USD 25,000.00 (or 25,000.00 in 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 1P Portal. 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 USD 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 USD 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.