Shoppable Media

SHOPPABLE MEDIA AND PRODUCT INTELLIGENCE

For a SOW that designates Shoppable Media or Product Intelligence, ChannelAdvisor will provide services directed toward managing the Shoppable Media and/or Product Intelligence Module(s) on Customers’ behalf, as detailed herein and in the applicable SOW (the “Services”). The following Services will be provided for the particular Module(s) and Component(s) identified in the SOW, which, alone or in combination, shall be referred to herein as “the Module.”

1. Definitions

1. “Brand(s)” means the trade name under which the Customer is authorized to market or distribute Customer products.
2. “Digital Property” means the Domain/URL, third party site, or other digital area Customer uses to market or distribute its products.
3. “Domain/URL” means the unique web address for Customer-controlled web properties or third-party sites.
4. “Geography” means a specific country in which Customer does business.
5. “Resellers” are the authorized suppliers of products whose content is marketed by Customer and displayed via the applicable Module.
6. “MPN” means a unique manufacturer part number identifier applicable to Customer products.
7. “Shoppable Media Module” means the Module that assists consumers in navigating from a Digital Property to the websites of Resellers that stock or are likely to stock Customer’s products for purchase. The Shoppable Media Module was previously referred to as the “Where to Buy Module” and any reference to the Where to Buy Module refers to the Shoppable Media Module.
8. “Product Intelligence Module” means the Module that provides Customer with intelligence regarding Customer products on Reseller websites.

2. License Grant; Services.

1. Subject to the terms of the Agreement, ChannelAdvisor grants to Customer, at no cost, a non-exclusive, non-transferable, revocable license, without the right to sublicense, to access and use the ChannelAdvisor Platform Report to track product data as part of the Services. Within the ChannelAdvisor Platform Report, Customer personnel (“Users”) will have access to analytics/performance data generated through use of the Module. Where the appropriate tracking is in place, report data may include details of the number of units of each product sold by each Reseller, number of sales leads received by each Reseller, number of sales leads by MPN received by each Reseller, and impressions. The foregoing sentence does not apply to the Product Intelligence Module. Customer agrees that ChannelAdvisor (and any agency working on behalf of Customer) shall display the “Powered By ChannelAdvisor” mark, logo and live hyperlink on the Digital Properties listed in this SOW. The “Powered By ChannelAdvisor” mark, logo and live hyperlink are included in the definition of “ChannelAdvisor Marks.” Customer authorizes ChannelAdvisor to collect and use Product Information that is publicly available from websites or other digital areas. For purposes of this SOW, the definition of “Product Information” in the MSA includes the content and order of Resellers that Customer directs ChannelAdvisor to collect and use on Customer’s behalf.
2. As part of the Services, ChannelAdvisor will provide services directed toward implementation of the Module(s) referenced in the SOW, and ongoing management and optimization of Reseller offer data and Product Information for such Module(s) on Customer’s behalf. These Services will commence upon delivery of production code to Customer for the scope of categories included in the SOW. This delivery will be deemed acknowledged seven (7) days from Customer’s receipt, or upon Customer’s acknowledgement of delivery, whichever comes first. Upon delivery of the production code for one (1) Reseller, the Fees listed in the SOW shall be deemed earned by ChannelAdvisor for each Geography listed therein. ChannelAdvisor may compile, collect, copy, modify, publish, display, distribute or use transactional and performance data (including summary or derivative information) related to, generated from, or based on Customer’s use of the Services, for ChannelAdvisor analytical and other business purposes; however, ChannelAdvisor will only disclose it in aggregated or anonymized form that will not identify Customer or Customer’s buyers as the source of such information except as Customer otherwise allows. The foregoing shall not be construed to expand the usage rights granted under the Agreement, and ChannelAdvisor’s rights to such data will not be subject to any obligation ChannelAdvisor may have to return or destroy Confidential Information under the Agreement.
3. ChannelAdvisor will provide the Services for the specific components of the Module identified in the SOW (“Components”):

3. Services; Support. ChannelAdvisor will work with Customer to configure the Module detailed in the SOW. ChannelAdvisor will provide up to eight (8) hours of implementation support per Brand or Domain/URL. ChannelAdvisor shall provide Customer with ongoing support and maintenance of the applicable Component(s) of the Module. Such support and maintenance will be limited to a maximum of up to 16 hours cumulative basic telephone support per month.

4. 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 provide ChannelAdvisor with all Product Information (or direct and authorize ChannelAdvisor to collect such data on Customer’s behalf) related to the MPNs to be included with the Module in accordance with ChannelAdvisor’s specifications. Services will begin upon ChannelAdvisor’s receipt of complete and accurate product catalog data, and ChannelAdvisor may suspend Services for Customer’s delay or failure to provide such data.
2. Customer must provide ChannelAdvisor with a list of Resellers (and any updates thereto) to include for each Digital Property. For Buy Local, if Customer elects to provide data to ChannelAdvisor for Buy Local Resellers, then Customer must provide all Reseller data required for ChannelAdvisor to populate the Buy Local widget.
3. Customer must provide ChannelAdvisor with all necessary information required for ChannelAdvisor to integrate Customer’s Digital Properties with the Module and the included Services.
4. Customer shall provide ChannelAdvisor with all necessary access and assistance to all resources required to effect implementation.
5. If the Digital Properties are owned and/or controlled by a third party and not by Customer, then Customer must open and maintain in good standing all accounts on such Digital Properties and comply with all applicable requirements of the Digital Property. Customer is responsible for its use of the Services in conjunction with the Digital Property (including implementing the Services in conjunction with Customer’s Digital Property account) and all fees imposed by a Digital Property. Customer will pay these fees directly to the Digital Property in accordance with the applicable payment terms.
6. ChannelAdvisor does not control and is not liable for: (a) truth or accuracy of the content obtained from Resellers or Digital Properties; (b) availability or technical capabilities of Reseller sites or Digital Property data; or (c) content supplied by third parties or actions Customer takes in reliance on that content. If applicable, Customer authorizes ChannelAdvisor, on Customer’s behalf, to access Customer’s Digital Property accounts in order to retrieve and post information in furtherance of the Services detailed herein.

5. Service Limitations. The information displayed about resellers via the Module is dynamic and may change without notice. ChannelAdvisor does not control such information and shall not be responsible to Customer or to any third party for the information. ChannelAdvisor may change or remove content within the Module if a rights owner or other interested party requests that ChannelAdvisor do so, if ChannelAdvisor, in its sole discretion, believes it or Customer may incur liability, or if ChannelAdvisor is required to do so by law, government order or other legal process. Additionally, and in certain situations, inclusion of a Reseller in the Module and/or collection of information from a Reseller is outside of ChannelAdvisor’s control, and ChannelAdvisor shall not be responsible for missing or incomplete data in such situations, including but not limited to situations where:

1. Reseller website requires a unique username and password before obtaining listing details.
2. Reseller uses one or more of the following: nested frames, cookies, session IDs, or a view state that prevents deep links to its products from being transmitted to a third party.
3. Reseller website data is unavailable, or the website has either nonfunctional search technology or no search technology.
4. Reseller prohibits automated data extraction from its website(s).
5. Reseller does not regularly re-index its search for new products.
6. Reseller either accidentally or purposefully misnames model numbers, such as when Reseller alters the model number within the product listing to prevent it from being matched to the manufacturer’s database.
7. Reseller has conflicting information on the same page. This situation occurs when the text and model number indicate one model, for example, while the image and other data on the page indicate a different model.
8. Reseller has no model number at all in the product detail page.
9. Reseller has a product listing page but does not include a model number in the title or in the body of the page.
10. The information requested by Customer is deliberately hidden by Reseller or is not available from the Reseller site.

6. Fees. Unless otherwise noted in the applicable SOW, the following fees will apply to the Shoppable Media or Product Intelligence Module(s) designated in the SOW:

1. An Upfront Fee, Startup Fee, Setup Fee, Launch Fee, as stated in the SOW.
2. A recurring Service Fee for Managed Services associated with the Shoppable Media or Product Intelligence Module(s), as stated in the SOW.

7. Additional Services. Any work beyond the Services detailed herein, such as managing additional Digital Properties or adding Resellers, is subject to additional fees and will be as mutually agreed upon by the parties in writing. If an authorized representative of Customer requests in writing any additional implementation or support services, then ChannelAdvisor shall be entitled to charge for such services at the following rates:

1. USD (or the applicable currency referenced in the SOW) 120.00 per hour in respect of any telephone support (with part hours chargeable on a pro rata basis);
2. USD (or the applicable currency referenced in the SOW) 440.00 per hour in respect of any support requested by Customer that requires ChannelAdvisor to provide support other than at ChannelAdvisor’s premises.
3. ChannelAdvisor will submit time sheets recording time spent on such additional support services.

8. Terms for Self-Service Access. Where the functionality of the Shoppable Media Module permits a Customer to access such functionality on a Self-Service basis, the following terms shall apply. For purposes of clarification, capitalized terms have the meanings stated in the Agreement.

1. Grant of License; Restrictions. In exchange for Customer paying the Fees and applicable taxes, ChannelAdvisor grants Customer a limited, non-exclusive, non-assignable, non-transferable, revocable license, without right to sublicense, to access and use applicable functionality of the Shoppable Media Module as described in an SOW during the Term for the benefit and on behalf of Customer’s business operations. Employees of Customer may access and use the licensed Shoppable Media Module solely: (a) via the Internet or a dedicated communications line, (b) in accordance with the Documentation and (c) for its intended purpose, as expressly stated in the Agreement. Customer may copy, distribute and transmit content provided that these activities are automatically done through Customer’s browser software incidental to Customer’s use of the Services. Customer may not mirror on Customer’s website any portion of the ChannelAdvisor Platform, other licensed software, or Services or display through Customer’s website any results pages or other information from any of the Services that ChannelAdvisor has licensed for Customer use under the Agreement. ChannelAdvisor reserves all rights not explicitly granted to Customer. Unless expressly authorized by ChannelAdvisor, Customer may not permit: (a) contractors or other third parties to use or access the ChannelAdvisor Platform or Services for the third parties’ business use or benefit, and (b) use of or access to the ChannelAdvisor Platform or Services as or by an agency or service provider. Customer may not circumvent, or assist a third party to circumvent, the restrictions of any license grant. Customer shall comply with all applicable laws and regulations to ensure that neither the Technology, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable law. Customer represents and warrants that Customer will not use any device, software or routine to interfere or attempt to interfere with the proper working of the ChannelAdvisor Platform.
2. Disclaimer of Warranties/Additional Responsibilities. In addition to Customer’s responsibilities and obligations stated in the MSA and any applicable SOW, Customer is responsible for reading and understanding the Documentation as it relates to Customer’s use of the Shoppable Media Module functionality. Customer is responsible for contacting ChannelAdvisor to request clarification on how to use a Shoppable Media Module feature or functionality or Services prior to accessing or using the functionality or Services. ChannelAdvisor is not responsible for the results of Customer’s use of the Shoppable Media Modules or associated functionality as described in the Documentation.

Where Professional Services for widget design or widget implementation are designated in a SOW, the following terms also apply.

1. Description. ChannelAdvisor will use commercially reasonable efforts to provide feature configuration services directed toward assisting Customer with implementing the new widget designs for the Customer Brand/Geography Combinations as further detailed in the SOW (“Professional Services”). These Professional Services shall be considered “Services” as defined in the Agreement. Customer will be assigned a designated ChannelAdvisor Professional Services contact (“Professional Services Manager”) as Customer’s primary contact at ChannelAdvisor to facilitate the delivery of the Professional Services. The Professional Services Manager will implement and test the modifications made as part of the Professional Services. The Professional Services Manager will review and transition implementation with Customer and review of best practices for ongoing maintenance and usage. Additional features may be available and shall require additional scoping. Customer may elect to have ChannelAdvisor support error resolution resulting from implementation. ChannelAdvisor efforts spent on error resolution and all additional Services beyond the scope of work detailed herein shall be as mutually agreed upon by the parties and are subject to additional Fees.

Customer may select from the below Professional Services Items. For purposes of clarification, for each Professional Services Item included in the SOW, the One-time Setup Fee covers the set up and configuration of either one individual Buy Local and/or one individual Buy Online, or one combined Buy Local and Buy Online, widget design and delivery for the Customer Brand/Geography Combinations designated in this chart. Additional widgets, or modifications to a delivered widget, are subject to additional Fees.

2. Services Requirements. ChannelAdvisor’s performance of the Professional Services is subject to Customer’s ongoing fulfillment of the following requirements to ChannelAdvisor’s reasonable satisfaction:

1. Customer is responsible for either timely: (a) providing ChannelAdvisor with all widget designs, or (b) if the parties agree that ChannelAdvisor will create a mock-up design for the applicable widget, for approving such design mock-ups.
2. Customer is responsible for opening and maintaining in good standing all necessary third-party accounts and agreeing to, and complying with, all applicable third-party requirements.
3. Customer grants to ChannelAdvisor all rights (to the extent it can) necessary for ChannelAdvisor to perform the Professional Services on behalf of Customer.
4. Customer must dedicate the effort and appropriate personnel to configure and utilize the Professional Services in a timely manner.
5. Customer may also be subject to additional terms and conditions should Customer choose to use content, software, or APIs provided by third parties.
6. Customer is responsible for providing all data in the format and to the specifications required by ChannelAdvisor.
7. Customer is responsible for providing all Product Information in local languages and/or providing any applicable non-English translations of Product Information to ChannelAdvisor.
8. Customer must use its own Google Maps license where applicable to the Shoppable Media Services. If Customers requires use of ChannelAdvisor’s Google Maps license, and such usage costs ChannelAdvisor an amount in excess of ten percent (10%) of the Fees applicable to the Shoppable Media Services, Customer shall reimburse ChannelAdvisor for such excess costs. Excess costs shall be calculated and billed at the end of the quarterly period in which such costs are incurred.

3. Timelines and Responsibilities. ChannelAdvisor will work with Customer to configure the Shoppable Media Module on Customer’s Digital Properties in accordance with the below chart. For purposes of clarification, and “X” within a column indicates the party responsible for the steps or tasks identified in the corresponding row. Customer acknowledges and agrees that timelines indicated in the following chart may delayed if Customer fails to fulfill the Customer Responsibilities, and that Customer shall be responsible for delays resulting from such failures.

Customer shall be responsible for installing the Shoppable Media Services, including any Widget designs, on the applicable Customer Digital Property(s). Customer shall provide all necessary access and assistance to allow the implementation of the Services on the Customer Digital Property(s) as applicable. Any modifications required to effect implementation of the Service on the Customer Digital Property(s) as applicable shall be paid for by Customer.