Service-Specific Terms

Last Updated October 21, 2020

COUPON SERVICE

A. ACTIVATIONS

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 Advertiser 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.  With respect to In-lane Coupon Services, Activation occurs upon the printing of the offers on the receipts at retailer’s POS.

B. SET UPS

  • Campaigns (formerly known as “Axis”) – Campaigns is an offer-provisioning system used to gather Campaign assets and create the offer for launch on Quotient’s platforms.
    • All required offer assets must be provided by Advertiser through Campaigns.
    • Quotient will send invites and instructions re. onboarding and use of Campaigns; Advertiser to provide emails of employees who will interact with Campaigns.
  • Assets – Advertiser will provide the following assets for each Offer Campaign:
    • GS1 datastring (Dual/Blended clearinghouse barcode type)
    • Offer Description
    • Legal Language
    • Product Image
    • Offer Dates
    • Offer Distribution
  • Timelines – Below are the timelines to create each Offer:
    • 1-9 Offers –
      • 1-2 business days for proofs and settings once complete assets are submitted via Campaign Manager
      • 2-3 business days for quality assurance processes after proofs and settings approval by Advertiser prior to launch
      • Additional Retailer Acceptance timelines of up to 10-14 business days may apply
    • >10 Offers –
      • Minimum of 3-4 business days for proofs and settings once complete assets are submitted via Campaign Manager
      • Minimum of 4-5 business days for quality assurance processes after proofs and settings approval by Advertiser prior to launch
      • Additional Retailer Acceptance timelines of up to 10-14 business days may apply

*Note: We recommend 90 days from the time we receive a signed Insertion Order 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

  • Advertiser is sent an email with proofs and settings for each Campaign. A timely approval by Advertiser in writing of the proofs and settings is required.
  • Advertiser may request one revision to the proof within timelines provided. Advertiser understands and agrees that additional revisions will add to the timeline of the Campaign production work and may affect contracted launch date. Any offer revisions or changes to proofs will initiate the restart of the offer creation timeline (as set forth above) and will require Advertiser approval of new proofs and settings.

D. COUPONS DISTRIBUTION TERMS

  • Digital Print” means a printable coupon offer.
  • Digital Paperless” means a digital coupon offer distributed to a retailer loyalty card.
  • Dynamic Brick” means a Brick with 4 unique implementation codes provided. Advertiser is required to develop the consumer experience and implement. Includes redemption tracking.
  • Mobile Cash-Back Reward” or “MCR” refers to Mobile Cash-Back standalone offer accessible outside of Coupons.com app.
  • Print & Mail” or “Consumer Affairs Solution” means our service to print and mail offers directly to consumers.
  • “Quotient Promotions Network”or “QPN” includes all websites, mobile apps, social network, and other digital properties owned by and operated by Quotient and/or Quotient’s affiliated publishers, retailers, and other partners.
  • Retailer Specific” refers to an offer designed to influence purchase at specific retailer site through publishing and/or cobranding.
  • Static Brick” means a Brick with a single URL with aggregated print/redemption tracking.
  • User-targeted Offer” is intended to be targeted to a set of consumers based on criteria of past behavior. Targeted offers are made available to consumers via Quotient’s Retailer IQ platform.

MERCH OFFERS (COUPONS)

Merch offers must remain active through the end date of the Campaign. In the event the number of Activations purchased by Advertiser is exhausted before the end date of the Campaign, Quotient may, solely to the extent necessary for the Merch Offer to remain active, increase the number of Activations purchased without obtaining Advertiser’s approval in advance. Such increase will be set forth in an IO change order, and is deemed accepted by Advertiser.

OPTIMIZATION

  • Advertiser will have access to Quotient Analytics for self-service reporting.
  • Advertiser will be sent Campaign optimization recommendations (as needed) based on best practices and objectives of the Campaign.
  • Upon approval by Advertiser of the recommendations, Quotient will issue a Change Order if terms of the original IO are modified based on the recommendation. A timely approval of the Change Order (<24hours) by Advertiser is required.  Once the Change Order is approved, Quotient will implement the changes set forth in the Change Order.
  • Recommendations will not be implemented until a signed Change Order is approved by both parties.

 

REBATES

  1. Rebates.

 

  • “Rebates” are a type of Offer that entitles shoppers who have purchased certain Advertiser products (“Promoted Products”) to receive cashback after they make the requisite purchase of the Promoted Products featured in the Rebate at any store that sells Promoted Products, which purchase may be ascertained by Quotient either: (i) through UPC-level data that such store has agreed to provide to Quotient  (a “Participating Retailer”); or (ii) by a shopper’s submission of a receipt to Quotient for the purchase. For each Rebates Campaign set forth in an executed IO, Quotient will distribute the Rebates for the Promoted Products to shoppers during the Campaign period set forth in the IO, to target the Activations quantity set forth in the IO, calculate and pay the shoppers the face value of the Rebates that have been properly redeemed for Qualified purchases (“Rebate Value”). “Activations” means the action taken by shoppers to initiate qualification for a Promotion including, but not limited to, clicking or tapping on certain areas of the Promotion on banner ads, Web sites, mobile applications or other devices. 

 

  • In accordance with the applicable IO, Quotient or its agent will invoice Advertiser or its agent for the Rebate Values for redeemed Rebates (the “Redemptions”), Rebate Campaign Fees, and Clearing Fees (if any, as set forth in the IO), owed for the period covered by the invoice (each, an “Invoice”)”. “Clearing Fee” means the clearing fee payable by Advertiser to Quotient for the validation and processing of each Qualified Purchase when applicable. In accordance with the IO payment terms, Advertiser will pay to Quotient or its agent, as applicable: (i) the Redemptions, (ii) the Rebate Campaign Fees, (iii) Clearing Fees (if any), and (iv) any Adjustments (as defined in (c) below).  Unless otherwise specified in an IO, each Invoice for Redemptions and Clearing Fees will be due within 10 days after the date of Invoice. Advertiser will reimburse Quotient for any reasonable sums expended in connection with the collection of sums not paid when due, including reasonable attorneys’ fees.

 

  • In the event a shopper claims that he or she is entitled to, but did not receive, a cashback payment, Quotient may, at its reasonable discretion, pay the cashback to such shopper (an “Adjustment”).  The maximum amount of unsubstantiated Adjustment for each Campaign will not exceed one percent (1%) of the aggregate amount of Rebate Value for the Campaign. Periodically, Quotient or its agent will also invoice Advertiser for Adjustments reimbursable to Quotient in accordance with the terms of Section 1(b).

 

 

  • Once the number of Activations for a Rebates Campaign reaches 100 fewer than the number specified in the IO, if any, Quotient will turn off the Campaign. Accordingly, shoppers who visit the Campaign website or mobile app after that time will not be able to perform an Activation of the Promotion. However, shoppers who are on a Campaign website or mobile app at the time the cap is reached will be able to view and opt into the Promotion until their Rebates Campaign (via website or mobile app) session terminates.

 

 

  • For each Rebate Campaign, Advertiser will provide Quotient a list of UPCs of Advertiser’s Promoted Products. Quotient may share the list of UPCs of Advertiser’s Promoted Products to Participating Retailers (or their service providers) to enable them to report Promoted Product purchases to Quotient.  Quotient will track Qualified Purchases and calculate and pay the cashback due to shoppers. “Qualified Purchase” means, for each Promotion, the shopper (i) performed an Activation; (ii) purchased the Promoted Product(s) during the Campaign period, and (1) such Activation and purchase are in connection with a Shopper ID at a Participating Retailer, or (2)  the purchase is evidenced by a receipt submitted to Quotient by the shopper; and (iii) satisfies any other requirements for such Promotion as set forth in the applicable IO (e.g., purchased a specified number of products). A Shopper ID means 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 retailer for purposes of tracking qualified purchases at Participating Retailers. Quotient will provide Advertiser its customary reports for each Rebate Campaign.

 

 

  1. Continuity Rebates. Continuity Rebates entitle shoppers, who have purchased a threshold amount (“Threshold Amount”) of Promoted Products during the campaign period, to a Rebate.  “Activation” of a Continuity Rebate occurs when the consumer selects the Offer in the coupons.com app or website. Shoppers will either associate the purchase to their Shopper ID at Participating Retailers or provide a receipt of the Qualified Purchase to Quotient.

 

  1. Text 2 Rebate. Text 2 Rebate is a Rebate which may be obtained by a shopper by sending a text to a phone number or short code specified by Quotient. The phone number may appear on display at Participating Retailers, or on media advertisement campaigns (if and as specified in the IO). To the extent necessary to comply with laws (e.g. the California Consumer Protection Act and the Telephone Consumer Protection Act), Quotient may include, or cause Advertiser to include, certain statements in Advertiser Materials (e.g. “By texting [KEYWORD] to [SHORTCODE], you electronically authorize Coupons.com and its service providers to use automated means to text you at your provided mobile number about this promotion. Consent not required to buy goods.”) Failure to include such statements by Advertiser is a breach of these terms, and Advertiser will defend, indemnify, and hold harmless Quotient from any and all claims relating to or arising therefrom.

QPN LOYALTY OFFERS

QPN Loyalty Offers entitle the consumers, who have purchased a threshold amount (“Threshold Amount”) of certain products (“Promoted Products”) at a specified retailer (“Promoted Retailer”) during the campaign period, to a reward in the form of a coupon which can be redeemed against their next purchase at the Promoted Retailer. “Activation” of a QPN Loyalty Offers occurs when the consumer saves the QPN Loyalty Offers to their loyalty card.

BUSINESS DEVELOPMENT (BD) PACKAGES

For the Quotient Business Development (BD) Packages, Customers will pay a non-refundable fixed fee upfront for the threshold number of Activations or Impressions and the Measurement Service set forth in the IO. Quotient will run the campaign during the Campaign Period but does not make any guarantee regarding the actual number of Activations or Impressions, which may be less or more than the threshold numbers set forth in the IO.

AD CREATIVE AND CONTENT POLICY

Advertiser will comply with Quotient’s Ad Creative and Content Policy (attached hereto as Appendix 1) when providing Quotient with content for media display and serving on media inventory.

PROGRAMMATIC MEDIA

Programmatic Media will be governed by the IAB Terms and Conditions Version 3.0 with the exceptions set forth in Appendix 2.

AHALOGY SERVICE TERMS

(a)   Ahalogy Solution.  Quotient hereby agrees to furnish to Advertiser, 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, Advertiser may engage Quotient to direct the development of certain custom content (the “Brandable Content”) that will be provided to Advertiser (“Brandable Services”), and such IO will be referred to as “Brandable IO”.  Under the IO, Advertiser may engage Quotient to provide data services (“Muse Solution”) through which Advertiser will 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, will together be referred to herein as the “Ahalogy Services”.

(b)    License to Brandable Content.  This Section 1(c) will be applicable to any Brandable Services provided to Advertiser by Quotient, but will have no effect if no Brandable Services are provided to Advertiser.  Advertiser is hereby granted a worldwide, non-exclusive, non-sublicensable and non-transferable right to feature any Brandable Content on Advertiser’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.  Advertiser and Quotient may agree that Advertiser 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 Advertiser in writing.

(c)    Muse Solution and Muse Data. This Section 1(d) will be applicable if the Muse Solution is provided to Advertiser by Quotient, but will have no effect if the Muse Solution is not provided to Advertiser.  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).  Advertiser 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 Advertiser by Quotient in connection with the Muse Solution.  If Advertiser 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 Advertiser or as a 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 will automatically be the sole and exclusive property of Quotient and will 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, Advertiser 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.

Project-specific Terms.

(a) Brandables: 

Advertiser 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 Advertiser 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 Advertiser in writing in the Advertiser Brief. Quotient will manage the entire process for the creation of the Content in accordance with the Advertiser 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 Advertiser Brief, each piece of Brandable Content, as applicable, will meet the following specifications:

Static Brandable Content

  • Include at least 3-5 illustrative images that have been custom created for purposes of the Content
  • Utilize a specified product of Advertiser (the “Product”) in the imagery
  • Mention the Product and link to an agreed upon destination (i.e. Advertiser site)
  • Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products
  • High-resolution, print-ready imagery for offline use

Video Brandable Content

  • 15+ second high-quality video development
  • Custom product and brand integration into recipe creation process
  • Advertiser-owned asset most effective for social promotion
  • Content creator publishes video with long-form content to their blog with approved “sponsored by” messaging
  • Cross promotion of video across the creator’s social channels for “influencer-like” distribution
  • Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products

Social Brandable Content

  • Include illustrative images that have been custom created for purposes of the Content to be amplified on social media
  • Utilize a specified product of the Brand (the “Product”) in the imagery
  • Mention the Product and link to an agreed upon destination (e.g. the Brand site)
  • Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared that this is a sponsored post in accordance with the FTC guidelines (as defined below)
  • Will not include any mention or image of competitive brands or branded products, but it may however contain other unbranded products

(b) The Quotient Brandable Content process is:

  • Advertiser will provide Quotient with an outline of the purpose of the Content to be created (e.g. reapply on website, utilize for organic Pinterest activity, use as a Promoted Pin).
  • The Advertiser will complete a briefing document provided by Quotient (the “Advertiser Brief”), which will include target completion schedule for the various stages of the Content creation process described herein.
  • Quotient will follow up with a proposal for the creation of the Content, as well as any proposed modifications to the Advertiser Brief.
  • Advertiser to approve of the proposal and the modifications to the Advertiser Brief, if any, and provide the Product to Quotient.
  • Once the Advertiser Brief has been approved, Quotient will invoice Advertiser for the Brandable Content outlined in the Advertiser Brief, and Advertiser will pay the invoice within thirty (30) days.
  • Quotient will provide Advertiser with a short list recommendation of identified Content Creators.
  • Advertiser to align to the Content Creator recommendations.
  • Quotient will direct each Content Creator approved by Advertiser to create Brandable Content in accordance with the Advertiser Brief.
  • Quotient will provide a draft of the Brandable Content to Advertiser for approval.
  • Once Advertiser has approved the Content, the Content will be published on Content Creator’s Website and social media channels.
  • The flight dates of social media services set forth on the IOs represent anticipated, not actual, flight dates for the Campaign. Actual Campaign start date and/or end date may vary by up to 21 days without a change order or contract modification.

(c) License/ Ownership:

  • Notwithstanding the Term, Quotient will cause each Content Creator to keep any published Content intact for at least 12 months, starting at the moment the applicable Content is published.
  • Advertiser understands and agrees that the applicable Content Creator retains ownership of the Content. As set forth in the Agreement, Quotient hereby grants Advertiser a worldwide, non-exclusive, non-transferable and non-sublicensable right to feature this Content (image and copy, including any Content Creator’s name/likeness/social media handle or channel/blog name) on their website, social channels and paid media (including Promoted Pins), and use such Content for other marketing purposes in any and all media, electronic or physical, now known or later developed, for up to one (1) year, starting at the moment the Content is first published; provided, however, that the fact that any Content remains on public display or in circulation after the one (1) year period, including on the website or social channels of Content Creator after such one (1) year period, will not give rise to any claim by Quotient or Content Creator.

(d) Attribution/ Disclosure:

  • Quotient will cause Content Creator to disclose that each piece of Content is sponsored at the beginning of the Content in accordance with applicable laws and the FTC Guides further detailed below. Quotient will also recommend that each Content Creator adds the no-follow attribute to instruct search engines that the hyperlink should not influence the ranking of the link’s target in the search engine’s index.
  • Advertiser understands and agrees that Advertiser has no right to require any specific Content Creator to, or require Quotient engage any specific Content Creator to, create Content, regardless of whether such Content Creator has created Content for Advertiser in the past.
  • Quotient will require that Content Creators report any current conflicts or competitive partnerships to Quotient and Quotient agrees to inform Advertiser of any such reported conflicts or partnerships promptly upon receiving notice thereof from the Content Creator.
  • Quotient represents and warrants that it will cause each Content Creator to conduct themselves at all times with due regard to public morals and conventions. If a Content Creator, as determined by Advertiser in its reasonable discretion: (a) has engaged in, or engages in any felonious activity, whether or not such Content Creator is charged with, indicted for, convicted of, or pleads guilty to such activity; (b) has engaged in, or engages in any conduct which in the eyes of a reasonable person would bring Advertiser into public disrepute, contempt, or scandal, would insult or offend a reasonable person, and/or would injure, disparage, embarrass, or impair the success of Advertiser’s products or services; or (c) authorizes another to make any statement which could reasonably be considered conduct described in sub-clauses (a) and (b) above, and which could be reasonably construed as attributable to such Content Creator, then, in any such instance, Advertiser will have the right to terminate this Statement of Work immediately upon learning of such event.  All determinations made by Advertiser under this section will be final.
  • Advertiser believes in full transparency and in full, fair and effective disclosures of material facts relating to a Content Creator’s relationship with Advertiser. Accordingly, Advertiser requires that Quotient and any Content Creators engaged by Quotient adhere to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”).  Quotient will, and will cause all Content Creators to, comply with the FTC Endorsement Guides and neither Quotient nor any Content Creator will speak about or refer to Advertiser directly or indirectly, without disclosing that Advertiser paid for the Content Creator’s services, including, but not limited to when blogging or speaking about Advertiser. The form of any such disclosure will be mutually agreed by Advertiser and Quotient but will appear clearly and conspicuously and in close proximity to any statements a Content Creator makes about Advertiser or its products or services.

(e) Timeline and Approval:

  • Advertiser will adhere to agreed upon schedule outlined in the final Advertiser Brief.

(f) Proof of Performance:

  • Upon completion, Quotient will cause Content Creator to provide links to Content and links to social posts as proof of performance and Quotient will deliver such links to Advertiser
  • Quotient will cause Content Creator to provide access to website analytics OR provide a performance summary for at least 3 months from Content publish date. Summary will be delivered at the end of each month using a template provided by Quotient and reasonably approved by Advertiser.

(g) Fulfillment:

  • Advertiser or Quotient is responsible for product/fulfillment for inclusion in sponsored Content, unless otherwise stated in the Advertiser Brief.

(h) Other:

  • 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.
  • For Social Paid Media Services that are billed on a cost-plus basis, Quotient may adjust the fees set forth on this IO to reflect the final costs without issuing a change order or seeking consent from Customer.

 

ELEVAATE 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 Advertiser submits a valid Purchase Order it enables and commits the Advertiser to the display of advertisements on the applicable retailer website.

(b) Self-Service:

The applicable advertisement rates under Purchase Orders are those chosen by the Advertiser at the time of placement of the advertisement.

As a self-serve user Advertiser agrees and commits to only paying for advertising in relevant search locations. Advertiser 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 Advertiser’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. Advertiser represents and warrants that its order with the applicable retailer referenced in the IO or Purchase Order that Advertiser submits in the Elevaate platform is valid and binding.

(c) Payment:

Except as otherwise set forth in these terms or in an IO, Quotient will invoice Advertiser on a monthly basis based on the number of impressions, or clicks, at the applicable rate.  For Sponsored Search Managed Services, Quotient will invoice Advertiser for the (i) management fee and (ii) the fixed dollar media budget set forth on the IO, which will be used to obtain CPCs at the then-prevailing rate.

 

CAMPAIGN SUCCESS REPORTING

Standard reporting features in Campaigns, unless otherwise set forth in the IO.

SUPPORT

Advertiser will be supported by Advertiser 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 at least 16 weeks prior to Campaign start date (“Early Booking”) may be entitled to Early Booking rates.  Campaigns booked on Early Booking rates are not cancellable or refundable.

PACKAGES

With respect to any Services Packages purchased by Advertiser, the pricing for each component of the Service is conditional on the purchase of the entire Package.

EVENT MEDIA PACKAGES

Event Media Packages are promotional campaigns designed to promote products of complementary Advertisers (each a “Participating Advertiser”) during certain events (e.g. Thanksgiving, Christmas, etc…) at the same time that an Advertiser is running a separate Promotions Campaign. As a participating Advertiser in an Event Media Package Campaign, Advertiser will pay Quotient the fee set forth in the IO to have Advertiser Materials distributed by Quotient as part of the creative (created by Quotient using Advertiser Materials and materials of other Participating Advertisers (“Campaign Creative”)), as further set forth below.  Advertiser hereby grants Quotient the right to modify the Advertiser Materials and compile Advertiser Materials with materials from other Participating Advertisers to create the Campaign Creative. Quotient will distribute the Campaign Creative through the channels set forth in the Campaign summary, which will include email campaigns to the Coupons.com shopper network, posts on social channels, and at least one site takeover on Coupons.com; Digital Out of Home and paid advertising on Facebook and Google may also be included depending on the package chosen by the Advertiser. Campaign start and end dates set forth in the IO may not be changed unless mutually agreed upon by the parties in writing. Invoices will be sent to Advertiser when the Campaign starts, and the non-refundable payment is due in accordance with the IO terms.  Delay or failure by Advertiser to provide materials and content for the Promotions Campaign, or a request by Advertiser to halt the separate Promotions Campaign, will be deemed abandonment of the Campaign by Advertiser; no refund will be made to Advertiser in such event. Quotient will report to Advertiser the number of impressions achieved at the end of the Campaign.

 

 

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).  -Quotient will, prior to the Campaign start date, invoice Advertiser an amount equal to the rate per Redemption multiplied by the number of Redemptions set forth in the IO (“Fees”) as an estimate, and Advertiser will pay such invoice on its payment date.  At the end of the Campaign, Quotient 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, Advertiser will pay Quotient the difference between the estimated Fees and the actual Fees; if the actual number of Redemptions is less than the estimated number of Redemptions, Quotient will issue Advertiser a refund equal to the difference between the actual Fees and the estimated Fees paid to Quotient.

ANALYTIC SERVICES

Analytics (as identified in the Agreement or IO) will be made available to Advertiser 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”).  Advertiser will be provided with the Sales Measurements it purchased either in form of reports generated (i) by Quotient, or (ii) by Advertiser using the Quotient Analytic Platform if and when Quotient enables the self-service feature.  Additionally, if indicated in the Agreement or the IO, Advertiser 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 Advertiser a limited, non-exclusive, non-transferable, revocable license to access and use the Analytics Deliverables set forth in the IO, solely for Advertiser’s internal business purpose. Except as mutually agreed in writing by the parties, Advertiser 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 that Agency accesses Analytics Deliverables on behalf of Advertiser, the license granted in Section (a) above is limited to access and use of Analytics Deliverables solely for the benefit of the Advertiser to which such Analytics Deliverables pertain.
  3. Warranty. Quotient warrants that the Analytics Deliverables for which Advertiser 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. Quotient’s provision of Analytics Deliverables is conditional on Quotient 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 SERVICES

  • 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. The flight dates of QMX Services set forth on the IOs represent anticipated, not actual, flight dates for the Campaign. Actual Campaign start date and/or end date may vary by up to 21 days without a change order or contract modification.
  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.

 

  1. IP Ownership. Except for Advertiser’s branding and any other assets provided by or on behalf of Advertiser 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, Advertiser owns all users’ personally identifiable information provided to Quotient (“PII”) for certain Services such as Email and Surveys.  Quotient will treat PII as Advertiser’s Confidential Information and will only use PII to perform and improve the Services.  Advertiser 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 Advertiser’s breach of this representation.

ALCOHOL; TOBACCO; DAIRY

If any Advertiser Content promotes or references alcohol, tobacco, dairy or any alcohol dairy product (“Regulated Content”), then Advertiser further represents and warrants that: (i) Regulated Content will 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.

SWEEPSTAKES

If any Advertiser Content promotes or references any type of sweepstakes or similar offering (“Sweepstakes Content”), then Advertiser further represents and warrants that: (i) Sweepstakes Content and the administration of the sweepstakes will comply at all times with applicable local and national laws, rules, regulations, required or recommended industry codes, guidelines, licenses, and approvals (together, the “Sweepstakes Requirements”); (ii) Sweepstakes Content contains all disclosures and terms and conditions required by Sweepstakes Requirements; and (iii) Sweepstakes Requirements on the distribution and awards related to Sweepstakes Content, including age restrictions, eligibility requirements, and the like, are complied with by all third parties involved in the same.

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, Advertiser 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 Advertiser’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