Last Updated August 5, 2019
Activations are billed monthly as incurred. Changes to Activation quantities within any IO may be approved via electronic mail. A reasonable amount of campaign or program delivery overages (e.g., test prints) may be included in the fees unless otherwise specified in the IO. “Activation” means, with respect to Client offer or promotion in connection with the Services, the occurrence of specified consumer activity or action with respect to such offer or promotion, including, without limitation, the submission of a physical print request for such offer, the association of such offer to a user account, or the display of such offer via electronic device.
B. SET UPS
*Note: We recommend 90 days from the time we receive a signed Insertion Order (Quotient’s contract to execute a program on behalf of client) to launch a campaign. The additional time allows for retailers to pick up offers within their review timing and potentially include in their marketing efforts.
C. APPROVALS AND REVISIONS
D. COUPONS DISTRIBUTION TERMS
MERCH OFFERS (COUPONS)
Merch offers must remain active through the end date. In the event the number of Activations purchased by Client is exhausted before the end date, Quotient may, solely to the extent necessary for the Merch Offer to remain active, increase the number of Activations purchased without obtaining Client’s approval in advance. Such increase will be set forth in an IO change order, and is deemed accepted by Client.
REBATES AND REWARDS
“Activation” means the action taken by Users to initiate qualification for a Promotion by either, but not limited to, clicking or tapping on certain areas of the Promotion on banner ads, Web sites, mobile applications or other devices.
“Always On” means a type of Rewards Program Users opt into (i) that provides to the User a Promotion that delivers an Award for every Qualified Purchase and (ii) that provides to Customer Always On User Profile Data and Always On User Purchase Data.]
“Awards” means cash rebates, discounts, points, miles or other awards, as governed by the applicable Rewards Program, that Users of a Rewards Program may earn in accordance with the terms of the applicable Rewards Program when the Users make eligible purchases of Company’s products.
“Clearing Fee” means the clearing fee payable by Company to Quotient for the validation and processing of each Qualified Purchase when applicable. With the exception of Always On Rewards Programs (whose Qualified Purchases do not involve a Clearing Fee), or as otherwise specified in an IO, the Clearing Fee shall be $0.08.
“Company Contribution” means the cash payment paid by Company to Quotient for each Qualified Purchase made by a User, which payment shall equal the amount set forth in the Insertion Order for the Promotion relating to such Qualified Purchase.
“Company Product” means, for each Promotion, those products manufactured by Company and sold by Distribution Retailers for which applicable Users may earn Awards.
“DCP” means a data collection provider (who may be a User as defined below) from whom Quotient collects data from one or more Distribution Retailers, including any Distribution Retailer that provides UPC-level data directly to Quotient.
“Distribution Retailer” means any grocery store, drug store, mass merchandiser, club store or other retailer the primary business of which is the sale of consumer products that sells Company Products at or through channels in which UPC-level data in support of a Rewards Program is collected by a DCP.
“Participating Company” means, with respect to a Rewards Program, the consumer packaged goods manufacturer, grocer, drugstore or others entity that agrees to participate in that Rewards Program.
“Promotion” means a promotion featured on, but not limited to, a website, mobile application, banner ad, or email hosted by or on behalf of a Rewards Program pursuant to which Users who make Qualified Purchases of the Company Product(s) promoted in connection with such promotion may earn Awards, as described in the Insertion Order for the promotion.
“Promotion Fee” means the fees payable by Company to Quotient for the Promotion(s) as mutually agreed upon in an Insertion Order.
“Promotion Period” means the period(s) of time that a Promotion is offered, as set forth in the Insertion Order for the Promotion.
“Qualified Purchase” means, for each Promotion, a purchase by a User of the Company Product(s) for such Promotion, provided that the User (i) performed an Activation, (ii) purchased the Company Product(s) at or through a Distribution Retailer, using a User ID and during the same Promotion Period in which the User executes the Activation function set forth in clause (i) of this Section, and (iii) satisfied any other requirements for such Promotion as set forth in the applicable Insertion Order (e.g., purchased a specified number of products).
“Rewards Program Sponsor” means the company, organization or other entity on whose behalf Quotient is operating or administrating a Rewards Program.
“User” means a user, customer, or member of a Rewards Program, as applicable.
“User ID” shall mean a frequency card, loyalty card, phone number or digital ID, credit card, charge card, debit card, or check cashing card or other identifier that is registered with a Rewards Program for purposes of tracking qualified purchases at Distribution Retailers.
AHALOGY SERVICE TERMS
(a) Ahalogy Solution. Quotient hereby agrees to furnish to Client, subject to these Terms, the Agreement, and any Insertion Order (“IO”) entered into by the Parties, the services contained in such IO entered into between the parties (as part of the Quotient Platform, the “Ahalogy Solution”). Under the IO, Customer may engage Quotient to direct the development of certain custom content (the “Brandable Content”) that will be provided to Customer (“Brandable Services”), and such IO will be referred to as “Brandable IO”. Under the IO, Customer may engage Quotient to provide data services (“Muse Solution”) through which Customer shall have access to certain data made available by Quotient (“Muse Data”), and such IO will be referred to as (a “Muse IO”). The Ahalogy Solution and, if applicable based on the agreements of the Parties, the Additional Services, the Brandable Services and the Muse Solution, shall together be referred to herein as the “Ahalogy Services”.
(b) License to Brandable Content. This Section 1(c) shall be applicable to any Brandable Services provided to Customer by Quotient, but shall have no effect if no Brandable Services are provided to Customer. Customer is hereby granted a worldwide, non-exclusive, non-sublicensable and non-transferable right to feature any Brandable Content on Customer’s website, social channels, paid media (including Promoted Pins) and for other digital marketing purposes for a period of one (1) year commencing on the date that such Brandable Content is published in accordance with the applicable Brandable IO. Customer and Quotient may agree that Customer may use the Brandable Content in print and offline materials for an additional fee and any such agreement will be outlined in the Brandable IO or otherwise agreed to by Quotient and the Customer in writing.
(c) Muse Solution and Muse Data. This Section 1(d) shall be applicable if the Muse Solution is provided to Customer by Quotient, but shall have no effect if the Muse Solution is not provided to Customer. As between the Parties, all rights, title and interest in and to the Muse Solution and the Muse Data are owned exclusively by Quotient or its Licensor’s (as the case may be). Customer is hereby granted a limited, non-exclusive, non-sublicensable, non-transferable and royalty-free right during the term of any Muse IO to access and use the Muse Data through the Muse Solution in accordance with both the applicable Muse IO and any restrictions displayed or provided to Customer by Quotient in connection with the Muse Solution. If Customer suggests to Quotient or requests any new features, functionality, or performance for the Muse Solution that Quotient subsequently incorporates into the Muse Solution, either as a customization for Customer or as standard feature for all customers, (including, without limitation, any interfaces or conversion software), all rights, title and interest now existing or hereafter in existence therein shall automatically be the sole and exclusive property of Quotient and shall be free from any confidentiality restrictions that might otherwise be imposed upon Quotient pursuant to this Section 1. To the extent that all such rights, title and interest therein cannot automatically vest in Quotient, Customer hereby assigns them to Quotient or its designee and agrees to execute any additional documents and do all things necessary or appropriate during and after the term of this Agreement to establish and confirm all such rights, title, and interest in Quotient and to facilitate the obtaining by Quotient of any desired legal protection for the Muse Solution in other countries, any such materials to be prepared and filed at the expense of Quotient.
(a) Brandables: Customer is engaging Quotient to leverage its publishing network and engage certain creators in such network (the “Content Creators”) to create new professional-quality, custom, brand integrated content (the “Brandable Content” or the “Content”) that will be developed in accordance with the Customer Brief (as defined below) (the “Services”). Quotient agrees to offer various integration options to meet the campaign objectives and brand budgets as communicated by the Customer in writing in the Customer Brief. Quotient will manage the entire process for the creation of the Content in accordance with the Customer Brief and will be responsible for both engaging the Content Creators and exclusively managing all communication with such Content Creators.
Except as otherwise set forth in the Customer Brief, each piece of Brandable Content, as applicable, will meet the following specifications:
Static Brandable Content
Video Brandable Content
Social Brandable Content
(b) The Quotient Brandable Content process is:
(c) License/ Ownership:
(d) Attribution/ Disclosure:
(e) Timeline and Approval:
(f) Proof of Performance:
Monetization techniques and ad placement on the Content Creator’s website will remain at the sole discretion of the Content Creator.
(i) Paid Media: Quotient will scale the influencer content with auction-based Paid Media by managing the Paid Media programs on behalf of the Content Creators. Quotient will manage the bidding, placement and reporting of Paid Media using the platform of our Ads API partner. Quotient can scale what works to drive high performing CPM, guaranteeing a minimum of impressions – specified in Deliverables.
ELEVAATE SELF-SERVICE TERMS
Elevaate is a feature of the Quotient Platform which enables advertisers to pay to position the display of the promotion and advertising of their products and services on Quotient’s retailer-customers’ websites based on consumers searches on such websites (“Elevaate Services”).
(a) Access to Services:
When Company submits a valid Purchase Order it enables and commits the Company to the display of advertisements on the applicable retailer website.
The applicable advertisement rates under Purchase Orders are those chosen by the Company at the time of placement of the advertisement.
As a self-serve user Company agrees and commits to only paying for advertising in relevant search locations. Company must comply with the terms of all applicable retailer websites and failure to comply may result, in Quotient’s sole discretion, in immediate suspension or termination of Company’s account. Quotient reserves the right to remove an advertisement at the request of a retailer or if such advertisement is in violation of these terms or those of a retailer. Company represents and warrants that its order with the applicable retailer referenced in the IO or purchase order that Company submits in the Elevaate platform is valid and binding.
Quotient shall invoice Company on a monthly basis based on the number of impressions, or clicks, at the applicable rate.
CLIENT SUCCESS REPORTING
Standard reporting features in Campaigns, unless otherwise set forth in the IO.
Client will be supported by Client Success professionals who will be responsible for the end-to-end campaign management and execution with Quotient. Dedicated support may be provided on a case-by-case basis at an additional fee under a Statement of Work.
EARLY BOOKING RATES
Any campaigns booked on Early Booking rates are not cancellable or refundable.
With respect to any Services Packages purchased by Client, the pricing for each component of the Service is conditional on the purchase of the entire Package.
QPN REDEMPTION PAPER & PAPERLESS
For QPN Redemption Paper and Paperless, the rate set forth on the IO for the applicable Service is the rate charged by Quotient for each Offer redeemed by a consumer (“Redemption”). (Any rate that is represented as $0.00 is for Quotient’s tracking purposes only and is not actionable). Company will, prior to the campaign start date, invoice Client an amount equal to the rate per Redemption multiplied by the number of Redemptions set forth in the IO (“Fees”) as an estimate, and Client will pay such invoice on its payment date. At the end of the campaign, Company will issue a change order if there is a difference between the actual number and the estimated number of Redemptions. If the actual number of Redemptions is more than the estimated number of Redemptions, Client will pay Company the difference between the estimated Fees and the actual Fees; if the actual number of Redemptions is less than the estimated number of Redemptions, Company will issue Client a refund equal to the difference between the actual Fees and the estimated Fees paid to Quotient.
Analytics (as identified in the Agreement or IO) will be made available to Client via the Quotient Analytic Platform. The Quotient Analytic Platform enables certain analysis and reports to be created (as described in the Agreement or IO, including “Base Facts” and “Sales Measurements”). Client will be provided with the Sales Measurements it purchased either in form of reports generated (i) by Quotient, or (ii) by Client using the Quotient Analytic Platform if and when Quotient enables the self-service feature. Additionally, if indicated in the Agreement or the IO, Client may also receive certain measurement performed by a third-party engaged by Quotient (“Third-party Measurement”). The Base Facts, the Sales Measurement, and the Third-party Measurement collectively comprise the Analytic Services. The terms set forth in this Section will apply to the Analytic Services. As used herein, “Analytics Deliverables” means the Base Facts, the Sales Measurements, and any derivative works thereof. In the event of a conflict between the terms of this Section and the terms of the Agreement with respect to Analytics Deliverables, the terms of this Section will govern.
1. License. Subject to the terms and conditions of the Agreement, Quotient grants to Client a limited, non-exclusive, non-transferable, revocable license to access and use the Analytics Deliverables set forth in the IO, solely for Client’s internal business purpose. Except as mutually agreed in writing by the parties, Client will not distribute, disclose, modify, sublicense, disassemble, or reverse engineer the Analytics Deliverables. Except as expressly provided in the foregoing, no other right is granted by Quotient with respect to the Analytics Deliverables. Quotient and/or its licensors own and retain title and all proprietary rights to the Analytics Deliverables and all underlying data.
2. Agency’s Use of Analytics Deliverables. In the event Client is an Agency, the license granted in Section (a) above is limited to access and use of Analytics Deliverables solely for the benefit of the CPG Client to which such Analytics Deliverables pertain.
3. Warranty. Quotient warrants that the Analytics Deliverables for which Client paid a separate fee will conform to the description set forth in the IO and will be delivered in the timeframe set forth in the IO. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCE, THE ANALYTICS DELIVERABLES AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. Company’s provision of Analytics Deliverables is conditional on Company having access to adequate data (e.g., statistically significant sample size, targeted audience size and composition, number of impressions and/or Activations, etc.) in a timely manner.
QMX (Quotient Media Exchange) is an end-to-end digital marketing platform powered by proprietary retail technology and partnerships to deliver personalized content that drive measurable incremental sales.
1. The QMX Services consist of the following components:
Audiences: Proprietary audiences from coupons.com and retailer partner shopper data aligned to both intent and past purchase history, as well as integrations with all other digital data providers to enable audience targeting.
Content: Proprietary content applicable to advertising delivery including retailer branding, value offers, shopper utility, and the technology to dynamically deliver in personalized digital media to drive shopper engagement.
Media Execution: Proprietary digital media execution platform with capabilities including access to curated contextual inventory, support of high performance rich formats, location aware delivery, and optimization to program KPIs to enable performance.
Measurement: Proprietary measurement and support of leading 3rd party measurements to optimize program performance against benchmarks of media delivery, engagement, store visits, and sales impact and align marketing spend to business outcomes.
2. IP Ownership. Except for Client’s branding and any other assets provided by or on behalf of Client to Quotient, Quotient owns any content produced in connection with the QMX Services, as well as any measurement metrics and the underlying data. Notwithstanding anything to the contrary, the Content and measurement metrics ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND.
EMAIL, SURVEY, AND OTHER SERVICES THAT REQUIRE PII
As between the parties, Client owns all users’ personally identifiable information provided to Quotient (“PII”) for certain Services such as Email and Surveys. Quotient will treat PII as Client’s Confidential Information and will only use PII to perform and improve the Services. Client represents and warrants that the use of PII by Quotient to perform the Services is authorized by the users, and will defend and indemnify Quotient against any claims arising out of Client’s breach of this representation.
If any Client Content promotes or references alcohol dairy or any alcohol dairy product (“Regulated Content”), then Client further represents and warrants that: (i) Regulated Content shall comply at all times with applicable local laws, required or recommended industry codes, guidelines, licenses and approvals (together, the “Regulatory Requirements”) in each jurisdiction where Regulated Content is delivered; (ii) Regulated Content contains all disclosures and terms and conditions required by Regulatory Requirements; and (iii) Regulatory Requirements on the distribution, use and redemption of Regulated Content, including age restrictions and the like, are complied with by all third parties involved in the same.
CARD LINKED OFFERS
The following additional terms shall apply if Client opts to receive Card Linked Offer Services in a duly executed Insertion Order:
1. Service Fees; IO. Except for the one-time Set Up Fee and Marketing Opt-In Service Fee (if applicable), the fees set forth in the IO apply on a per Qualifying Transaction basis, where “Qualifying Transaction” means a transaction by a user of Company’s card linked offer program that completes the offer requirements as recorded by Company’s tracking technology. Changes to offer budgets specified in the IO and campaign end dates within any IO may be approved via electronic mail. As used in the IO, “Discount Basket” or “DB” means the total amount of a Qualifying Transaction less the amount of the Reward Reimbursement.
3. Authorization. Client acknowledges that Tracking Service Providers (defined below) will assist Quotient in providing the Services and authorizes Company’s Tracking Service Providers to monitor transactions by users of Company’s card linked offer program and provide Company with transaction data about actual and potential Qualifying Transactions. Client will execute such documents as may be required by Tracking Service Providers to confirm such authorization. Client agrees to provide to Company, and authorizes Company to provide to its Tracking Service Providers, information necessary to onboard Client and its offers into Company’s card linked offer program. If Company provides any transaction data to Client, including without limitation aggregated, anonymous transaction data, Client shall use such data solely for the purposes of understanding offer performance and substantiating User Rewards (defined below) and shall retain such data only for as long as it legitimately needs for such purposes. As used herein, (a) “Tracking Service Providers” means payment card networks and payment processing companies participating in Company’s card linked offer program; (b) “User Reward” means the statement credit, virtual currency, or other reward due to users for each Qualifying Transaction. Company may determine the type(s) of User Rewards in its sole discretion.
4. VISA Marketing. Client will notify Company in writing if Client agrees to include a VISA branded icon within the Client offer which would enable a user to elect to receive marketing and other promotional communications from VISA.
5. Payment Obligation. Client shall be obligated to pay all Service Fees, including Reward Reimbursements, to Company once a Qualifying Transaction has occurred, even in the cases of returns, refunds or credits given to users, or chargebacks issued by Tracking Service Providers. Client bears all risk associated with collections, defaults, chargebacks, refunds or credits, returns, fraudulent transactions and the like with respect to Qualifying Transactions. In addition to the sections provided in Section 6 of the MSA, this section shall survive termination.
6. Taxes. Amounts shall be paid to Company free and clear of all taxes, withholdings and other governmental charges and assessments (“Taxes”) and such amounts shall be grossed up to compensate for any withholdings. Client will pay all such Taxes and all applicable shipping or fulfillment charges in connection with a Qualifying Transaction. Client is solely responsible for all reporting obligations to users relating to Taxes.
MINIMUM REQUIREMENT. The minimum purchase under each Insertion Order is $7,500, regardless of actual delivery. If the actual delivery is less than $7,500, Client will be invoiced for the remaining balance up to $7,500 thirty days after the end of the campaign.
CANCELLATION AND ABANDONMENT. The following early cancellation fee will apply to any cancellation or campaign abandonment (including Client’s failure to provide information necessary for campaign launch), together with and in addition to all other outstanding amounts due and payable to Quotient under the IO or otherwise.
|Cancellation or Abandonment||Fee|
(% of the applicable Services or IO face value)
|More than 90 days before Launch Date||0%|
|Between 90 and 61 days before Launch Date||25%|
|Between 60 and 31 days before Launch Date||50%|
|Between 30 and 1 day before Launch Date||100%|
|On or after Launch Date||100% of remaining term|
|For Ahalogy Services, Bricks, Sponsorship Packages, and Takeovers – any time after IO execution||100% of remaining term|