Service-Specific Terms

Last Updated April 13, 2023

I. POLICIES

A. 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 Promotions and Media.

B. 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.

C. OFFER MINIMUM REQUIREMENT

Each offer under an Insertion Order must be at least $2,000 in total fees (which comprise of the Order Line Items with identical Launch Date, End Date and Description). Quotient may reject any offer under $2,000, or invoice the Advertiser the difference between the fee (based on actual delivery) and $2,000 for such offer. Advertiser will pay such invoice thirty days after the end of the Campaign. Advertiser agrees that this $2,000 offer minimum supersedes any IO minimum requirements.

D. DELAY, CANCELLATION, ABANDONMENT

If a Campaign is delayed through no fault of Quotient (e.g. Advertiser failed to provide information necessary for Quotient to launch the Campaign) and the parties have not agreed to a Change Order with a new launch date, Quotient may charge the Advertiser a “Delay Fee” as follows:

Quotient may elect to treat such event as a Campaign abandonment, in which case, the Cancellation Fee below will apply.

If Advertiser cancels the Campaign, the Cancellation Fee will also apply.

The Cancellation Fees are in addition to any other outstanding amounts due and payable to Quotient, and will be due within 30 days after date of invoice.

E. RETAILER-SPECIFIC CAMPAIGNS

Retailer-specific Campaigns and Retailer-onsite Campaigns at certain retail customers of Quotient are executed by Quotient as a service provider to such retailer; as such, pricing for such campaigns will be discussed with and ultimately determined by such retailers.

II. PROMOTIONS – COUPONS AND REBATES

A. DEFINITIONS

• “Activation” means, with respect to Advertiser Promotions in connection with the Services, the occurrence of specified consumer activity or action with respect to such promotions, including, without limitation, the submission of a physical print request for such Promotion, the association of such Promotion to a user account, or choosing to use the Promotions. With respect to In-lane Promotions Services, Activation occurs upon the printing of the Promotions on the receipts at retailer’s POS, unless otherwise explicitly set forth in the terms specific to the Service or in an IO.
• “Campaign Period” means the period beginning on the Launch Date and ending on the End Date as set forth the IO.
• “Coupon” means a Promotion of an Advertiser entitling consumers to a discount at purchase by submitting in-store receipts, by using a linked loyalty account, or presenting a printed Coupon at retailers’ point-of-sale.
• “Digital Print” means a printable Coupon that is published on QPN.
• “Digital Paperless” means a digital Coupon that can be Activated to a retailer loyalty card.
• “Digital Rebate Link” (previously known as “QPN Digital Brick”) means a printable Rebate displayed on Advertisers’ sites statically, that is linked with 1 unique implementation code provided by Quotient. “Printable Coupon Link” (previously known as “Dynamic Brick” or “Static Brick”) means a printable Coupon displayed on Advertisers’ sites dynamically that is linked with Quotient-provided 4 unique implementation codes (“Dynamic QPN Brick”), or statically that is linked with 1 unique implementation Code (“Static Brick”). Advertiser is required to develop the consumer experience and implement. Includes redemption tracking.
• “Promotion(s)” means Coupons and/or Rebates, collectively or individually.
• “Quotient Promotions Network” or “QPN” means the websites, mobile apps, social network, and other digital properties owned by and operated by Quotient and/or by Quotient’s affiliated publishers, retailers, and other partners, on which Quotient has the right to display Advertisers’ Promotions and Media.
• “Rebates” means a Promotion entitling consumers to earn cash back, rebate, or other rewards, excluding discounts or other price reductions taken at the time of sale (each, a “Reward”), by submitting in-store receipts or by using a linked loyalty card. The value of the Rebates is specified by the Advertisers, and the consumer will receive such value for their Redeemed Rebates in cash or cash-equivalence rewards as determined by Quotient and its publisher partners.
• “Redemption” means consumer initiated action of using one or more Promotions when making a transaction that fulfills the Promotions
• requirements for obtaining a discount, cashback or other type of reward.
• “Retailer Specific” refers to a Promotion designed to influence purchase at specific retailer site through publishing and/or cobranding.
• “User-targeted Promotion” means Promotions targeted to a set of consumers based on, among other things, criteria of past behavior. Targeted Promotions are made available to consumers via Quotient’s Retailer Promotions Platform.

B. ACTIVATIONS

For Campaigns sold on Activations basis, Activations are billed monthly on actual numbers that occur during the preceding month. Activation numbers set forth on the IOs are estimates only. Changes to such estimate on a 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.

C. SET UPS

• Campaigns – Campaigns is the Promotion-provisioning system used to gather Campaign assets and create the Promotion for launch on Quotient’s platforms.
  • All required Promotion 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 Promotion Campaign:
  • GS1 datastring (Dual/Blended clearinghouse barcode type)
  • Promotion Description
  • Legal Language
  • Product Image
  • Promotion Dates
  • Promotion Distribution
• Timelines – Below are the timelines to create each Promotion:
  • 1-9 Promotions –
    • 2 business days for proofs and settings once complete assets are submitted via Digital 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 28 business days may apply
  • >10 Promotions –
    • Minimum of 3-4 business days for proofs and settings once complete assets are submitted via Digital 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 28business 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 Promotions within their review timing and potentially include in their marketing efforts.

D. 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 Promotion revisions or changes to proofs will initiate the restart of the Promotion creation timeline (as set forth above) and will require Advertiser approval of new proofs and settings.

E. OPTIMIZATION

• Advertiser will have access to Quotient Analytics for self-service reporting for Campaigns run with Quotient.
• 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 (<24 hours) 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.

F. REPORTING

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

G. SUPPORT

Advertiser will be supported by Customer Success Managers and Digital Campaign Managers 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.

H. SPECIFIC-PRODUCT TERMS FOR PROMOTIONS

1. MERCH QPN RETAILER-SPECIFIC PROMOTIONS

Merch Promotions 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 Promotion 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.

2. REBATES

• Quotient verifies whether a Rebate has been redeemed properly by a consumer through the purchase of the requisite units of the promoted products specified on the Rebate (“Promoted Products”) by 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 Rebate 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 if the Campaign is provided under quantity-based pricing (i.e., Activations). Quotient will also calculate and pay out or otherwise fulfill the Rewards on the face value of the Rebates that have been properly redeemed for Qualified purchases (“Rebate Value”). “Activation” for a Rebate 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, 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).

• If the Campaign is provided under quantity-based pricing (i.e., Activations), 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 Rebate. 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 Rebate 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.

a. 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 Promotion 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.

b. 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.

3. CONTINUITY NATIONAL REBATES

Continuity National Rebates 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 Promotion which can be redeemed against their next purchase at the Promoted Retailer. “Activation” of a Loyalty Promotion occurs when the consumer saves the Loyalty Promotions to their loyalty card.

4. QPN_CPR

For the following products, Quotient will publish the Promotions in the Omnichannels included in the name of the Promotions (i.e. Rebate, Paperless, and/or Print) until the number of Activations across the Omnichannels reaches the number of Activations set forth on the IO, at which time, Quotient will stop publishing the Promotions.  Advertisers will pay for the actual Redemptions at the rate set forth in the IO, and any set-up and related fees set forth in the IO. (The number of Redemptions set forth in the IO is an estimate only).

• Alcohol Digital Rebate Link Activations (Rebate)_CPR
• Digital Rebate Link Activations (Rebate)_CPR
• QPN Activations (paperless)_CPR
• QPN Activations (print & paperless)_CPR
• QPN Activations (print)_CPR
• QPN Rebate Activation CPR
• QPN Activation (Rebate & Paperless) _CPR
• QPN Activation (Rebate & Print & Paperless) _CPR
• QPN Activation (Rebate & Print) _CPR
• QPN Alcohol Rebate Activations (paperless)_CPR_7-Eleven
• QPN Continuity National Rebate Activations - Tier 1_CPR
• QPN Continuity National Rebate Activations - Tier 2_CPR
• QPN Continuity National Rebate Activations - Tier 3_CPR
• QPN In-Lane Distribution (print)_CPR
• QPN In-Lane Transactional-targeted Distribution (print)_CPR
• QPN User-targeted In-Lane Distribution (print)_CPR
• QPN RS Alcohol Text to Rebate Activations (Paperless)_CPR
• QPN Text to Rebate Activations (Paperless)_CPR
• QPN User-targeted Activations (paperless)_CPR

5. QUOTIENT PROMOTIONS NETWORK REDEMPTION PAPER & PAPERLESS

For Quotient Promotions Network Redemption Paper and Paperless, the rate set forth on the IO for the applicable Service is the rate charged by Quotient for each Promotion redeemed by a consumer.  (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.

6. PAY-FOR-PERFORMANCE REDEMPTIONS

a. Pay-for-Performance Redemptions

For Quotient Pay-For-Performance Redemptions, the rate set forth on the IO for the applicable Service is the rate charged by Quotient for each Promotion 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 for the costs and fees associated with Set Ups, and Advertiser will pay such invoice on its payment date. At the beginning of each month, Quotient will invoice Advertiser an amount equal to the rate per Redemption listed on the IO multiplied by the number of Redemptions confirmed as delivered in the prior month, regardless of the estimated number of Redemptions listed on the IO.

b. Pay-for-Performance Redemption Commitment

Under the Pay-For-Performance Redemptions Commitment Product, Quotient will issue an IO for a requisite number of Redemptions at the per Redemption rate stated in the IO, to be used on Quotient’s National Promotions Network during the Campaign Period. At the beginning of each month, Quotient will invoice Advertiser for all Redemptions confirmed as delivered in the prior month. If during the IO Term, the actual number of Redemptions exceeds the number of Redemptions stated on the IO, Quotient will invoice Advertiser, and Advertiser will pay for such overage, at the rate set forth in the IO. If at the end of the Campaign Period, the number of actual Redemptions is lower than the number of Redemptions set forth in the IO, Quotient will invoice Advertiser, and Advertiser will pay Quotient, the difference to be calculated at the rate set forth in the IO. For Example, If Advertiser enters a 12-month IO for 100,000 Redemptions at $1.00 per Redemption, and Advertiser runs Campaigns that achieve 10,000 Redemptions in Month 1, Quotient will invoice Advertiser for $10,000 at the beginning of Month 2. If Advertiser does not run another Campaign during the 12-month IO period, Quotient will invoice Advertiser for the 90,000 unrealized Redemptions at the beginning of month 13. If 90,000 Redemptions are delivered after Month 6 and Advertiser runs a campaign in Month 7 that achieves 20,000 Redemptions, Quotient will invoice $20,000 at the beginning of Month 8, bringing total billing against the IO to $110,000.

7. NON-QUANTITY BASED PRICING: NATIONAL PROMOTION NETWORK BUY and SHOPPER PROMOTION BUY CAMPAIGNS

For the total upfront payment set forth in the IO, Quotient will (i) create the Campaign (as the professional services described below), and (ii) run the National Promotion Buy Campaigns or Shopper Promotion Buy Campaigns in Quotient’s Promotions Network (which includes Quotient’s and its affiliated publishers’ websites and mobile applications), during the Campaign Period. The Campaign will be run as one or more types of promotions in Quotient’s product offering now existing or later introduced by Quotient, including but not limited to QPN, In-lane, Rebates, print-at-home, etc. Fees are due and payable upon signing of the IO and are not refundable. Delay or failure by Advertiser to provide materials and content for the Campaign will be deemed abandonment of the Campaign by Advertiser; no refund will be made in the event of such delay or failure.

For Campaigns that are not associated with a merchandising event, Advertiser may end the Campaign early by notifying Quotient, and Quotient will use commercially reasonable efforts to stop publishing the Campaign within 9 business hours after receiving Advertiser’s request. For clarification purposes, the Fee charged by Quotient will not be reduced in the event described in the preceding sentence. Quotient will deliver to Advertiser one aggregate level (without a break-down based on Quotient’s products) Redemption report at the end of the Campaign.

PROFESSIONAL SERVICES - CAMPAIGN CREATION

Conditional on Advertiser completing the tasks assigned to Advertiser in Section (C)(1), Quotient will, for each Campaign, perform the following tasks before executing the Campaign:

• Asset collection
• Asset review
• Offer set-up in Campaigns and optimization for best practices
• UPC association
• Proofs & settings review and rounds of edits (as needed)
• Quality assurance checks
• Offer finalization
• Retailer acceptance review
• Live offer review and notification

8. RETAILER'S USE OF QUOTIENT PLATFORM.

With respect to Retailer's Use of Quotient Platform to execute campaigns sourced by Retailer, Retailer is deemed an Advertiser of Quotient, and is subject to all terms applicable to Advertisers.

III. MEDIA

A. PROGRAMMATIC MEDIA

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

B. QUOTIENT MEDIA PLATFORM SERVICE

• Quotient Media Platform 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 Quotient Media Platform 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.

• The Quotient Media Platform 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 Promotions, 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.

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 Quotient  Media Platform 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.

C. QUOTIENT SOCIAL MEDIA (previously known as Ahalogy Services)

(a)   Under the IO, Advertiser may engage Quotient to direct the development of certain custom content (the “Custom Content”) that will be provided to Advertiser (“Custom Services”), and such IO will be referred to as “Custom IO”.  Under the IO, Advertiser may engage Quotient to provide data services (“Quotient Social Data Services”) through which Advertiser will have access to certain data made available by Quotient (“Quotient Social Data”), and such IO will be referred to as (a “Quotient Social Data IO”).  The Quotient Social Solution and, if applicable based on the agreements of the Parties, the Additional Services, the Custom Social Services and the Quotient Social Data Solution, will together be referred to herein as the “Quotient Social Media Services”.

(b)    License to Custom Content:  This Section 1(b) will be applicable to any Custom Services provided to Advertiser by Quotient,but will have no effect if no Custom Services are provided to Advertiser.  Advertiser is hereby granted a worldwide, non-exclusive, non-sublicensable and non-transferable right to feature any Custom 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 Custom Content is published in accordance with the applicable Custom IO.  Advertiser and Quotient may agree that Advertiser may use the Custom Content in print and offline materials for an additional fee and any such agreement will be outlined in the Custom IO or otherwise agreed to by Quotient and the Advertiser in writing.

(c)    Quotient Social Media Platform and Quotient Influencer Platform Data: This Section 1(c) will be applicable only if access to the Quotient Influencer Platform is provided to Advertiser by Quotient.  As between the Parties, all rights, title and interest in and to the Quotient Influencer Platform and Quotient Influencer Platform 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 Quotient Social Platform IO to access and use the Quotient Influencer Platform Data through the Quotient Social Media Platform in accordance with both the applicable Quotient Social Platform IO and any restrictions displayed or provided to Advertiser by Quotient in connection with the Quotient Social Media Platform.  If Advertiser suggests to Quotient or requests any new features, functionality, or performance for the Quotient Social Media Platform that Quotient subsequently incorporates into the Quotient Social Media Platform, 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.  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 Quotient Social Media Platform in other countries, any such materials to be prepared and filed at the expense of Quotient.

(d) Custom Content: 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 “Custom 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 Custom Social 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 Custom Content, as applicable, will meet the following specifications:

(e) Quotient Social: Influencer Development (Long-Form):

• 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
• Quotient Social Media: Influencer Development (Video)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
• Quotient Social Media: Influencer Development (Short Form) 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

(f) The Quotient Custom Social Media process:

• 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 Custom Social 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 Custom Social Content in accordance with the Advertiser Brief.
• Quotient will provide a draft of the Custom Social 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.

(g) 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 Quotient Social 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.

(h) 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.

(i) Timeline and Approval:

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

(j) 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 Quotient Social Content publish date. Summary will be delivered at the end of each month using a template provided by Quotient and reasonably approved by Advertiser.

(k) Fulfillment:

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

(l) Other:

• Monetization techniques and ad placement on the Content Creator’s website will remain at the sole discretion of the Content Creator.

(m) Paid Media (Social Media Managed Services):

• 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 Media Managed 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.
• Impression numbers for Social Media will be the numbers provided by the applicable social media platform.

(n) AR Experience. Under Custom IO meeting criteria established by Quotient, Custom Services available to Advertiser include augmented reality experiences (each an “AR Experience”) created by Quotient. AR Experiences are Paid Media that allow users of social media platforms to use the cameras on their mobile devices to combine Advertiser-related content with accurate, live renderings of their face or the physical world, and may be included in Custom Content. Advertiser acknowledges and agrees that social media users may use the AR experience to interact with Advertiser Content and post their interactions with the AR Experience on their own social media accounts, and Quotient has no liability related to such posts. Quotient will allocate up to five percent of an Advertiser’s minimum impressions to each included AR Experience. For AR Experiences available on Snapchat, the terms available at https://snap.com/en-US/terms/lens-studio-terms, including any embedded or linked terms, supplement these terms and the term “Snap” is interpreted to include Quotient.

D. SPONSORED SEARCH TERMS

(1)  Description.  Retailer.com Sponsored Search is a feature of the Quotient Platform which enables advertisers to pay to position the display of the promotions and advertising of their products and services on Quotient’s retailer-customers’ websites based on consumers searches or navigation behavior on such websites (“Retailer.com Sponsored Search Services”).

(2) 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.

(3) 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 Quotient platform is valid and binding.

(4)  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.

E. RETAILER ECOMMERCE PLATFORM

The Retailer eCommerce Platform enables Retailers to execute Campaigns that Retailer contracts directly with Advertisers. Retailers may use the Retailer eCommerce Platform on either a self-service or a managed-service basis, as indicated on the IO. The fees charged to Retailers for such use will be set forth in an applicable IO. Quotient will provide Retailer with an account and account credential for access, management, and execution of its Campaigns. Retailer is responsible for all activities that occur under its account. Retailer will use commercially reasonable efforts to prevent unauthorized access to or use of Retailer’s account credential and will promptly notify Quotient of any unauthorized use access or use of its account credential. 

F. RETAILER AD NETWORK

“Retailer Ad Network” or “RAN” means the Quotient network of participating retailers, in which Advertisers may, through Quotient, run Media Campaigns off Retailers’ sites, to promote their products to shoppers of the retailers in such network. Quotient, through its Platform, generates Media creatives based on Advertiser’s specifications, and includes a participating retailer’s logo on such creative when shown to a potential shopper (which retailer logo appears on the creative will be based on the shoppers’ membership, location, propensity scores and other methodology of Quotient). Quotient’s campaign fees will be as set forth in the IO. Any campaign performance reporting will be on an aggregated basis and not retailer-specific.

IV. 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.

(1)  Standard Promotions 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.

(2)  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.

(3)  Promotions Activation Packages

For Promotions Activation Packages, Advertiser will pay a non-refundable fixed fee upfront for the threshold number of Activations and offer Set-up fees (if any) set forth in the IO. Advertiser may order additional non-refundable Set-ups via a Change Order. Quotient will run Campaigns during the IO period but does not make any guarantee regarding the actual number of Activations, which may be fewer the threshold number. Any unused Activations and offer Set-ups will expire at the end of the IO term. Advertiser will be billed upon execution of the IO; payment is due net 30 days of date of invoice. To ensure timely launch of Campaigns, Quotient must receive Advertiser Materials at least 7 business days prior to launch. ​Quotient may make zero-dollar alterations and optimizations to the Insertion Order at the direction of the Advertiser without Advertiser’s counter-signature on a Change Order. All Campaigns will end on or before the original IO end date, including Campaigns rescheduled at Advertiser’s request.

V. 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.

VI. 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.

VII.  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.

VIII.  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.