Close
Close

SERVICE-SPECIFIC TERMS

COUPON SERVICE

Last Updated August 5, 2019

 

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 Client offer or promotion in connection with the Services, the occurrence of specified consumer activity or action with respect to such offer or promotion, including, without limitation, the submission of a physical print request for such offer, the association of such offer to a user account, or the display of such offer via electronic device.

B. SET UPS

  • 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 Client through Campaigns.
    • Quotient will send invites and instructions re. onboarding and use of Campaigns; Client to provide emails of employees who will interact with Campaigns.
  • Assets – client 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 client 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 client 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 (Quotient’s contract to execute a program on behalf of client) to launch a campaign. The additional time allows for retailers to pick up offers within their review timing and potentially include in their marketing efforts.

C. APPROVALS AND REVISIONS

  • Client is sent an email with proofs and settings for each campaign. A timely approval by Client in writing of the proofs and settings is required.
  • Client may request one revision to the proof within timelines provided. Client 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 Client 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. Client is required to development to implement. Includes PIN level print/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. In the event the number of Activations purchased by Client is exhausted before the end date, Quotient may, solely to the extent necessary for the Merch Offer to remain active, increase the number of Activations purchased without obtaining Client’s approval in advance. Such increase will be set forth in an IO change order, and is deemed accepted by Client.

 

OPTIMIZATION

  • Client will have access to Quotient Analytics for self-service reporting.
  • Client will be sent campaign optimization recommendations (as needed) based on best practices and objectives of the campaign.
  • Upon approval by Client 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 Client 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 AND REWARDS

  1. Program Participation.Quotient is in the business of operating, administering, and providing services to rewards programs (“Rewards Programs”) to help consumers receive value back when they shop. Rewards Programs include rewards programs operated, serviced, or administered for third parties and any grocery rewards program operating under the Coupons.com, SavingStar, or other brand names affiliated with Quotient.  Company is participating in the Reward Programs to provide various electronic offers and related marketing pursuant to which Users earn Awards when they purchase the promoted products and satisfy the requirements of the Promotions. Promotion details will be as set forth in the IO.

 

  1. Tracking and Reporting.For each Promotion, Company will provide Quotient a list containing the UPC number for each Company Product. Quotient shall provide such information to its DCPs to enable them to report Company Product purchases to Quotient. Quotient will track Qualified Purchases based on DCP provided data and the Promotion requirements, as set forth in this Company Agreement and the applicable Insertion Order.  Quotient or its agent will be responsible for calculating the Awards due to Users who make Qualified Purchases, funding Awards from Company Contributions, and rewarding Users for Qualified Purchase transactions. Quotient will provide Company its customary reports for each Promotion.

 

  1. Company Contributions, Promotion Fees, and Clearing Fees.In accordance with Section 4, Company will pay a Company Contribution, Promotion Fee, and if applicable, a Clearing Fee to Quotient or its agent each time a User performs an Activation and/or makes a Qualified Purchase and each time Quotient makes a User Adjustment that is reimbursable by Company pursuant to Section 5.

 

  1. Payment.In accordance with the applicable IO, Quotient or its agent will invoice Company on a mutually agreed upon schedule for the total Company Contributions owed and an additional amount for any applicable Promotion Fees and Clearing Fees owed for the period covered by the invoice (each, an “Invoice”)” Periodically, Quotient or its agent will also invoice Company for User Adjustments reimbursable to Quotient in accordance with the terms of Section 5.  Within ten (10) days following delivery to Company of an Invoice, Company shall pay to Quotient or its agent by electronic funds transfer, ACH or check of immediately available funds an amount equal to (i) the total Company Contributions owed, (ii) the total Promotion Fees and Clearing Fees (if any) owed, and (iii) the total User Adjustments owed.  Company shall be required to reimburse Quotient for any reasonable sums expended in connection with the collection of sums not paid when due, including reasonable attorneys’ fees.

 

  1. User Adjustments.In the event a User claims that he or she is entitled to, but did not receive, an Award, Quotient may, at its sole discretion, fund the Award amount claimed by the User to be owed (a “User Adjustment”).  Company will pay Quotient or its agent the applicable Company Contribution for all User Adjustments paid by Quotient for each Promotion in accordance with Section 4 above, provided that the maximum amount of Company Contribution for each Promotion that Company shall be required to pay to Quotient or its agent with respect to User Adjustments shall be one percent (1%) of the aggregate amount of Company Contributions paid or owing by Company for such Promotion. User Adjustments that Quotient verifies are due and owing to a User based upon research conducted by Quotient, Company or their respective agents shall be paid by Company and not counted toward the one percent (1%) cap).

 

  1. Activation Cap.Once the number of Activations for a Promotion reaches 100 fewer than the number specified in the IO, if any, Quotient will make the Promotion unavailable for Activation on future page loads in all applicable Rewards Programs. Accordingly, Users who visit a Rewards Program website or mobile app after that time will not be able to perform an Activation of the Promotion. However, Users who are on a Rewards Program website or mobile app at the time the cap is reached will be able to view and opt into the Promotion until their Rewards Program session terminates.

 

  1. Always On.For Always On Rewards Programs, Quotient will, for each User who has opted in to participate in the Always On Rewards Program, provide the Always On User Profile Data to Company, as well as the Always On User Purchase Data to Company. “Always On User Profile Data” means personal information provided by the User (e.g., First Name, Last Name, Email Address, ZIP Code) upon opting in to an Always On Rewards Program.  “Always On User Purchase Data” means data specific to purchases made by the User (e.g., User ID, UPC Purchased, Purchase Date, Units Purchased, Spend), collected as part of an Always On Rewards Program. The Always On User Profile Data may be shared, used, stored, and analyzed indefinitely by each party, provided that all such activities are performed in accordance with applicable law and the applicable Rewards Program privacy policy and terms of service.  The Always On User Purchase Data is Confidential Information of Quotient, and Company may not disclose or use such Confidential Information for any purpose, except to the extent necessary to fulfill its obligations under this Agreement, or to the extent expressly authorized under this Agreement, which includes the right to use such data for administration of the Always On Rewards Program and marketing of such program to registered Users of such Rewards Program. For clarification purposes and without limiting anything in the foregoing, Company may not use any of Quotient’s Confidential Information to advantage one Distribution Retailer over another Distribution Retailer.

 

  1. Definitions

 

“Activation” means the action taken by Users to initiate qualification for a Promotion by either, but not limited to, clicking or tapping on certain areas of the Promotion on banner ads, Web sites, mobile applications or other devices.

 

“Always On” means a type of Rewards Program Users opt into (i) that provides to the User a Promotion that delivers an Award for every Qualified Purchase and (ii) that provides to Customer Always On User Profile Data and Always On User Purchase Data.]

 

“Awards” means cash rebates, discounts, points, miles or other awards, as governed by the applicable Rewards Program, that Users of a Rewards Program may earn in accordance with the terms of the applicable Rewards Program when the Users make eligible purchases of Company’s products.

 

“Clearing Fee” means the clearing fee payable by Company to Quotient for the validation and processing of each Qualified Purchase when applicable. With the exception of Always On Rewards Programs (whose Qualified Purchases do not involve a Clearing Fee), or as otherwise specified in an IO, the Clearing Fee shall be $0.08.

 

“Company Contribution” means the cash payment paid by Company to Quotient for each Qualified Purchase made by a User, which payment shall equal the amount set forth in the Insertion Order for the Promotion relating to such Qualified Purchase.

 

“Company Product” means, for each Promotion, those products manufactured by Company and sold by Distribution Retailers for which applicable Users may earn Awards.

 

“DCP” means a data collection provider (who may be a User as defined below) from whom Quotient collects data from one or more Distribution Retailers, including any Distribution Retailer that provides UPC-level data directly to Quotient.

 

“Distribution Retailer” means any grocery store, drug store, mass merchandiser, club store or other retailer the primary business of which is the sale of consumer products that sells Company Products at or through channels in which UPC-level data in support of a Rewards Program is collected by a DCP.

“Participating Company” means, with respect to a Rewards Program, the consumer packaged goods manufacturer, grocer, drugstore or others entity that agrees to participate in that Rewards Program.

“Promotion” means a promotion featured on, but not limited to, a website, mobile application, banner ad, or email hosted by or on behalf of a Rewards Program pursuant to which Users who make Qualified Purchases of the Company Product(s) promoted in connection with such promotion may earn Awards, as described in the Insertion Order for the promotion.

 

“Promotion Fee” means the fees payable by Company to Quotient for the Promotion(s) as mutually agreed upon in an Insertion Order.

 

“Promotion Period” means the period(s) of time that a Promotion is offered, as set forth in the Insertion Order for the Promotion.

 

“Qualified Purchase” means, for each Promotion, a purchase by a User of the Company Product(s) for such Promotion, provided that the User (i) performed an Activation, (ii) purchased the Company Product(s) at or through a Distribution Retailer, using a User ID and during the same Promotion Period in which the User executes the Activation function set forth in clause (i) of this Section, and (iii) satisfied any other requirements for such Promotion as set forth in the applicable Insertion Order (e.g., purchased a specified number of products).

 

“Rewards Program Sponsor” means the company, organization or other entity on whose behalf Quotient is operating or administrating a Rewards Program.

 

“User” means a user, customer, or member of a Rewards Program, as applicable.

 

“User ID” shall mean a frequency card, loyalty card, phone number or digital ID, credit card, charge card, debit card, or check cashing card or other identifier that is registered with a Rewards Program for purposes of tracking qualified purchases at Distribution Retailers.

 

AHALOGY SERVICE TERMS

(a)   Ahalogy Solution.  Quotient hereby agrees to furnish to Client, subject to these Terms, the Agreement, and any Insertion Order (“IO”) entered into by the Parties, the services contained in such IO entered into between the parties (as part of the Quotient Platform, the “Ahalogy Solution”).  Under the IO, Customer may engage Quotient to direct the development of certain custom content (the “Brandable Content”) that will be provided to Customer (“Brandable Services”), and such IO will be referred to as “Brandable IO”.  Under the IO, Customer may engage Quotient to provide data services (“Muse Solution”) through which Customer shall have access to certain data made available by Quotient (“Muse Data”), and such IO will be referred to as (a “Muse IO”).  The Ahalogy Solution and, if applicable based on the agreements of the Parties, the Additional Services, the Brandable Services and the Muse Solution, shall together be referred to herein as the “Ahalogy Services”.

(b)    License to Brandable Content.  This Section 1(c) shall be applicable to any Brandable Services provided to Customer by Quotient, but shall have no effect if no Brandable Services are provided to Customer.  Customer is hereby granted a worldwide, non-exclusive, non-sublicensable and non-transferable right to feature any Brandable Content on Customer’s website, social channels, paid media (including Promoted Pins) and for other digital marketing purposes for a period of one (1) year commencing on the date that such Brandable Content is published in accordance with the applicable Brandable IO.  Customer and Quotient may agree that Customer may use the Brandable Content in print and offline materials for an additional fee and any such agreement will be outlined in the Brandable IO or otherwise agreed to by Quotient and the Customer in writing.

(c)    Muse Solution and Muse Data. This Section 1(d) shall be applicable if the Muse Solution is provided to Customer by Quotient, but shall have no effect if the Muse Solution is not provided to Customer.  As between the Parties, all rights, title and interest in and to the Muse Solution and the Muse Data are owned exclusively by Quotient or its Licensor’s (as the case may be).  Customer is hereby granted a limited, non-exclusive, non-sublicensable, non-transferable and royalty-free right during the term of any Muse IO to access and use the Muse Data through the Muse Solution in accordance with both the applicable Muse IO and any restrictions displayed or provided to Customer by Quotient in connection with the Muse Solution.  If Customer suggests to Quotient or requests any new features, functionality, or performance for the Muse Solution that Quotient subsequently incorporates into the Muse Solution, either as a customization for Customer or as standard feature for all customers, (including, without limitation, any interfaces or conversion software), all rights, title and interest now existing or hereafter in existence therein shall automatically be the sole and exclusive property of Quotient and shall be free from any confidentiality restrictions that might otherwise be imposed upon Quotient pursuant to this Section 1.  To the extent that all such rights, title and interest therein cannot automatically vest in Quotient, Customer hereby assigns them to Quotient or its designee and agrees to execute any additional documents and do all things necessary or appropriate during and after the term of this Agreement to establish and confirm all such rights, title, and interest in Quotient and to facilitate the obtaining by Quotient of any desired legal protection for the Muse Solution in other countries, any such materials to be prepared and filed at the expense of Quotient.

 

Project-specific Terms.

(a) Brandables: Customer is engaging Quotient to leverage its publishing network and engage certain creators in such network (the “Content Creators”) to create new professional-quality, custom, brand integrated content (the “Brandable Content” or the “Content”) that will be developed in accordance with the Customer Brief (as defined below) (the “Services”). Quotient agrees to offer various integration options to meet the campaign objectives and brand budgets as communicated by the Customer in writing in the Customer Brief. Quotient will manage the entire process for the creation of the Content in accordance with the Customer Brief and will be responsible for both engaging the Content Creators and exclusively managing all communication with such Content Creators.

Except as otherwise set forth in the Customer Brief, each piece of Brandable Content, as applicable, will meet the following specifications:

Static Brandable Content

  • Include at least 3-5 illustrative images that have been custom created for purposes of the Content
  • Utilize a specified product of Customer (the “Product”) in the imagery
  • Mention the Product and link to an agreed upon destination (i.e. Customer 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
  • Customer-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:

  • Client 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 Client will complete a briefing document provided by Quotient (the “Client Brief”), which shall 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 Client Brief.
  • Client to approve of the proposal and the modifications to the Client Brief, if any, and provide the Product to Quotient.
  • Once the Client Brief has been approved, Quotient will invoice Client for the Brandable Content outlined in the Client Brief, and Client will pay the invoice within thirty (30) days.
  • Quotient will provide Client with a short list recommendation of identified Content Creators.
  • Client to align to the Content Creator recommendations.
  • Quotient will direct each Content Creator approved by Client to create Brandable Content in accordance with the Client Brief.
  • Quotient will provide a draft of the Brandable Content to Client for approval.
  • Once Client 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 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.
  • Client understands and agrees that the applicable Content Creator retains ownership of the Content. As set forth in the Agreement, Quotient hereby grants Client 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, shall 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.
  • Client understands and agrees that Client 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 Client in the past.
  • Quotient will require that Content Creators report any current conflicts or competitive partnerships to Quotient and Quotient agrees to inform Client of any such reported conflicts or partnerships promptly upon receiving notice thereof from the Content Creator.
  • Quotient represents and warrants that it shall 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 Client 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 Client into public disrepute, contempt, or scandal, would insult or offend a reasonable person, and/or would injure, disparage, embarrass, or impair the success of Client’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, Client shall have the right to terminate this Statement of Work immediately upon learning of such event.  All determinations made by Client under this section shall be final.
  • Client believes in full transparency and in full, fair and effective disclosures of material facts relating to a Content Creator’s relationship with Client. Accordingly, Client 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 shall, and shall cause all Content Creators to, comply with the FTC Endorsement Guides and neither Quotient nor any Content Creator will speak about or refer to Client directly or indirectly, without disclosing that Client paid for the Content Creator’s services, including, but not limited to when blogging or speaking about Client. The form of any such disclosure shall be mutually agreed by Client and Quotient but will appear clearly and conspicuously and in close proximity to any statements a Content Creator makes about Client or its products or services.

 

(e) Timeline and Approval:

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

 

(f) Proof of Performance:

  • Upon completion, Quotient shall cause Content Creator to provide links to Content and links to social posts as proof of performance and Quotient shall deliver such links to Client
  • 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 shall be delivered at the end of each month using a template provided by Quotient and reasonably approved by Client.

 

(g) Fulfillment:

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

 

ELEVAATE SELF-SERVICE TERMS

Elevaate is a feature of the Quotient Platform which enables advertisers to pay to position the display of the promotion and advertising of their products and services on Quotient’s retailer-customers’ websites based on consumers searches on such websites (“Elevaate Services”).

(a) Access to Services:

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

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

As a self-serve user Company agrees and commits to only paying for advertising in relevant search locations. Company must comply with the terms of all applicable retailer websites and failure to comply may result, in Quotient’s sole discretion, in immediate suspension or termination of Company’s account. Quotient reserves the right to remove an advertisement at the request of a retailer or if such advertisement is in violation of these terms or those of a retailer. Company represents and warrants that its order with the applicable retailer referenced in the IO or purchase order that Company submits in the Elevaate platform is valid and binding.

(b) Payment:

Quotient shall invoice Company on a monthly basis based on the number of impressions, or clicks, at the applicable rate.

 

CLIENT SUCCESS REPORTING

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

 

SUPPORT

Client will be supported by Client Success professionals who will be responsible for the end-to-end campaign management and execution with Quotient.  Dedicated support may be provided on a case-by-case basis at an additional fee under a Statement of Work.

 

EARLY BOOKING RATES

Any campaigns booked on Early Booking rates are not cancellable or refundable.

 

PACKAGES

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

 

QPN REDEMPTION PAPER & PAPERLESS

For QPN Redemption Paper and Paperless, the rate set forth on the IO for the applicable Service is the rate charged by  Quotient for each Offer redeemed by a consumer (“Redemption”).  (Any rate that is represented as $0.00 is for Quotient’s tracking purposes only and is not actionable).  Company will, prior to the campaign start date, invoice Client an amount equal to the rate per Redemption multiplied by the number of Redemptions set forth in the IO (“Fees”) as an estimate, and Client will pay such invoice on its payment date.  At the end of the campaign, Company will issue a change order if there is a difference between the actual number and the estimated number of Redemptions.  If the actual number of Redemptions is more than the estimated number of Redemptions, Client will pay Company the difference between the estimated Fees and the actual Fees; if the actual number of Redemptions is less than the estimated number of Redemptions, Company will issue Client a refund equal to the difference between the actual Fees and the estimated Fees paid to Quotient.

 

ANALYTIC SERVICES

Analytics (as identified in the Agreement or IO) will be made available to Client via the Quotient Analytic Platform.  The Quotient Analytic Platform enables certain analysis and reports to be created (as described in the Agreement or IO, including “Base Facts” and “Sales Measurements”).  Client will be provided with the Sales Measurements it purchased either in form of reports generated (i) by Quotient, or (ii) by Client using the Quotient Analytic Platform if and when Quotient enables the self-service feature.  Additionally, if indicated in the Agreement or the IO, Client may also receive certain measurement performed by a third-party engaged by Quotient (“Third-party Measurement”).  The Base Facts, the Sales Measurement, and the Third-party Measurement collectively comprise the Analytic Services.  The terms set forth in this Section will apply to the Analytic Services.  As used herein, “Analytics Deliverables” means the Base Facts, the Sales Measurements, and any derivative works thereof.   In the event of a conflict between the terms of this Section and the terms of the Agreement with respect to Analytics Deliverables, the terms of this Section will govern.

 

1. License. Subject to the terms and conditions of the Agreement, Quotient grants to Client a limited, non-exclusive, non-transferable, revocable license to access and use the Analytics Deliverables set forth in the IO, solely for Client’s internal business purpose. Except as mutually agreed in writing by the parties, Client will not distribute, disclose, modify, sublicense, disassemble, or reverse engineer the Analytics Deliverables.  Except as expressly provided in the foregoing, no other right is granted by Quotient with respect to the Analytics Deliverables. Quotient and/or its licensors own and retain title and all proprietary rights to the Analytics Deliverables and all underlying data.

 

2. Agency’s Use of Analytics Deliverables. In the event Client is an Agency, the license granted in Section (a) above is limited to access and use of Analytics Deliverables solely for the benefit of the CPG Client to which such Analytics Deliverables pertain.

 

3. Warranty. Quotient warrants that the Analytics Deliverables for which Client paid a separate fee will conform to the description set forth in the IO and will be delivered in the timeframe set forth in the IO.  EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCE, THE ANALYTICS DELIVERABLES AND  SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND.  Company’s provision of Analytics Deliverables is conditional on Company having access to adequate data (e.g., statistically significant sample size, targeted audience size and composition, number of impressions and/or Activations, etc.) in a timely manner.

 

QMX 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.

 

1. The QMX Services consist of the following components:

 

Audiences: Proprietary audiences from coupons.com and retailer partner shopper data aligned to both intent and past purchase history, as well as integrations with all other digital data providers to enable audience targeting.

 

Content: Proprietary content applicable to advertising delivery including retailer branding, value offers, shopper utility, and the technology to dynamically deliver in personalized digital media to drive shopper engagement.

 

Media Execution: Proprietary digital media execution platform with capabilities including access to curated contextual inventory, support of high performance rich formats, location aware delivery, and optimization to program KPIs to enable performance.

 

Measurement: Proprietary measurement and support of leading 3rd party measurements to optimize program performance against benchmarks of media delivery, engagement, store visits, and sales impact and align marketing spend to business outcomes.

 

2. IP Ownership. Except for Client’s branding and any other assets provided by or on behalf of Client to Quotient, Quotient owns any content produced in connection with the QMX Services, as well as any measurement metrics and the underlying data.  Notwithstanding anything to the contrary, the Content and measurement metrics ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND.

 

EMAIL, SURVEY, AND OTHER SERVICES THAT REQUIRE PII

As between the parties, Client owns all users’ personally identifiable information provided to Quotient (“PII”) for certain Services such as Email and Surveys.  Quotient will treat PII as Client’s Confidential Information and will only use PII to perform and improve the Services.  Client represents and warrants that the use of PII by Quotient to perform the Services is authorized by the users, and will defend and indemnify Quotient against any claims arising out of Client’s breach of this representation.

 

ALCOHOL; DAIRY

If any Client Content promotes or references alcohol dairy or any alcohol dairy product (“Regulated Content”), then Client further represents and warrants that: (i) Regulated Content shall comply at all times with applicable local laws, required or recommended industry codes, guidelines, licenses and approvals (together, the “Regulatory Requirements”) in each jurisdiction where Regulated  Content is delivered; (ii) Regulated Content contains all disclosures and terms and conditions required by Regulatory Requirements; and (iii) Regulatory Requirements on the distribution, use and redemption of Regulated Content, including age restrictions and the like, are complied with by all third parties involved in the same.

 

CARD LINKED OFFERS

The following additional terms shall apply if Client opts to receive Card Linked Offer Services in a duly executed Insertion Order:

1. Service Fees; IO. Except for the one-time Set Up Fee and Marketing Opt-In Service Fee (if applicable), the fees set forth in the IO apply on a per Qualifying Transaction basis, where “Qualifying Transaction” means a transaction by a user of Company’s card linked offer program that completes the offer requirements as recorded by Company’s tracking technology. Changes to offer budgets specified in the IO and campaign end dates within any IO may be approved via electronic mail. As used in the IO, “Discount Basket” or “DB” means the total amount of a Qualifying Transaction less the amount of the Reward Reimbursement.

 

2. Marketing Opt-In Service. If Client receives the Marketing Opt-In Service, Client will include a Client branded icon within the offer which will enable a user to opt-in to receive marketing and other promotional communications from Client. Client shall be solely responsible for enabling and managing opt-out requests from users who elected to receive marketing and other promotional communications from Client. Client covenants, represents, and warrants that it shall comply at all times with its privacy policy and all federal, state, and local law, rules, ordinances, regulations, and codes (including without limitation, data protection and privacy laws, CAN-SPAM and laws governing deceptive trade practices, marketing, and/or advertising) applicable to (a) its use of any user data received through the Marketing Opt-in Service; (b) communications with users who elected to receive such communications; and (c) management of such users’ ability and/or request to opt-out of receiving such communications.

 

3. Authorization. Client acknowledges that Tracking Service Providers (defined below) will assist Quotient in providing the Services and authorizes Company’s Tracking Service Providers to monitor transactions by users of Company’s card linked offer program and provide Company with transaction data about actual and potential Qualifying Transactions. Client will execute such documents as may be required by Tracking Service Providers to confirm such authorization. Client agrees to provide to Company, and authorizes Company to provide to its Tracking Service Providers, information necessary to onboard Client and its offers into Company’s card linked offer program. If Company provides any transaction data to Client, including without limitation aggregated, anonymous transaction data, Client shall use such data solely for the purposes of understanding offer performance and substantiating User Rewards (defined below) and shall retain such data only for as long as it legitimately needs for such purposes. As used herein, (a) “Tracking Service Providers” means payment card networks and payment processing companies participating in Company’s card linked offer program; (b) “User Reward” means the statement credit, virtual currency, or other reward due to users for each Qualifying Transaction. Company may determine the type(s) of User Rewards in its sole discretion.

 

4. VISA Marketing. Client will notify Company in writing if Client agrees to include a VISA branded icon within the Client offer which would enable a user to elect to receive marketing and other promotional communications from VISA.

 

5. Payment Obligation. Client shall be obligated to pay all Service Fees, including Reward Reimbursements, to Company once a Qualifying Transaction has occurred, even in the cases of returns, refunds or credits given to users, or chargebacks issued by Tracking Service Providers. Client bears all risk associated with collections, defaults, chargebacks, refunds or credits, returns, fraudulent transactions and the like with respect to Qualifying Transactions. In addition to the sections provided in Section 6 of the MSA, this section shall survive termination.

 

6. Taxes. Amounts shall be paid to Company free and clear of all taxes, withholdings and other governmental charges and assessments (“Taxes”) and such amounts shall be grossed up to compensate for any withholdings. Client will pay all such Taxes and all applicable shipping or fulfillment charges in connection with a Qualifying Transaction. Client is solely responsible for all reporting obligations to users relating to Taxes.

 

MINIMUM REQUIREMENT.  The minimum purchase under each Insertion Order is $7,500, regardless of actual delivery.  If the actual delivery is less than $7,500, Client will be invoiced for the remaining balance up to $7,500 thirty days after the end of the campaign.

 

CANCELLATION AND ABANDONMENT. The following early cancellation fee will apply to any cancellation or campaign abandonment (including Client’s failure to provide information necessary for campaign launch), together with and in addition to all other outstanding amounts due and payable to Quotient under the IO or otherwise.

 

Cancellation or AbandonmentFee

(% of the applicable Services or IO face value)

More than 90 days before Launch Date0%
Between 90 and 61 days before Launch Date25%
Between 60 and 31 days before Launch Date50%
Between 30 and 1 day before Launch Date100%
On or after Launch Date100% of remaining term
For Ahalogy Services, Bricks, Sponsorship Packages, and Takeovers – any time after IO execution100% of remaining term