The Webstore Amplifier Module
Any reference to an applicable SOW below shall also equally refer to an applicable Order Form.
The ChannelAdvisor Webstore Amplifier Module allows a Customer to manage product listings on a supported webstore from the ChannelAdvisor user interface. Functionality includes inventory and listing management, order and fulfillment management and performance reporting.
Dependencies. To use the Webstore Amplifier Module a Customer will need to provide product data to ChannelAdvisor using a data feed, API or ChannelAdvisor’s user interface. The Customer will also need to provide access to the account at each webstore that will be managed using the ChannelAdvisor user interface. For purposes of this description, in addition to the definition provided in the MSA, the term “Network Site” includes webstores and webstore management tools that Customer uses in conjunction with the ChannelAdvisor Platform or Services. The Customer is responsible for the setup and maintenance of its accounts with each webstore. As a condition of using the Webstore Amplifier 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. 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.
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 Webstore Amplifier Module and accompanying features or components in a Self-Service capacity is limited solely to those Network Sites or Flex Feed/Feed destination, or available features of such Network Sites or Flex Feed/Feed destination, 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. The Webstore Amplifier Module supports quantities of up to 200,000 product listings for each online store.
Fees: Unless otherwise noted in the applicable SOW, the following fees will apply to the Webstore Amplifier 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 Marketplaces Module, or a recurring Service Fee for Managed Services associated with the Marketplaces Module.
- A variable GMV Fee for use of the Marketplaces 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, except for (a) sales on Network Sites (for example, deal sites) where the value of the items sold is calculated based on a negotiated price between Customer and the Network Site, and (b) sales on eBay, where GMV is determined at the time a prospective buyer commits to buy an item for a fixed price or, in the case of an auction, at the close of the auction. 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:
- 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.
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. Customer is responsible for identifying the products it offers through a Network Site that are subject to sales, use, VAT, GST, and/or similar taxes and providing the applicable rates and information to ChannelAdvisor. Customer shall apply, or advise ChannelAdvisor to apply, the rates required by applicable law and Customer shall determine and pay all taxes applicable to these products.