Any reference to an applicable SOW below shall also equally refer to an applicable Order Form.
Description. “Feeds” means the features and functionality of the Rithum Platform that allow product data feeds to be developed, managed, and sent to various online destination configurations that Rithum supports. For purposes of clarification, Feeds are not available for transactional programs (i.e. third-party marketplaces accounts) or first-party programs (i.e. management of retail content). Customer must provide product data to Rithum 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 Rithum grants Customer the right to use the Rithum Platform on a Self-Service basis in an applicable SOW, and Rithum is also providing Managed Services, the following terms shall apply to Customer: Customer’s right to access and use the Feeds Module, and any accompanying features or components of such Module, in a Self-Service capacity is limited solely to those Feed destinations, or available features of such Feed destinations, that Rithum is not managing on Customer’s behalf as part of the Managed Services. Additionally, Customer shall not access the Feed destination accounts, or available features of such accounts, that Rithum is managing on Customer’s behalf. Customer, and not Rithum, shall be responsible for any modifications and any results of such modifications that Customer makes to the Feed destination Accounts for which Rithum is providing Managed Services.
Limitations. Feeds support product data feeds of up to 500,000 SKUs (“SKU” refers to a unique product offered for sale by Customer).
Fees. Where noted in the applicable SOW, the following fees will apply to Feeds:
- A recurring Subscription Fee.
- 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 Feeds 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 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 Rithum 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), Rithum 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), Rithum 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.