Service-Specific Terms

Last Updated November 7, 2019

COUPON SERVICE

A.   ACTIVATIONS

Activations are billed monthly as incurred. Changes to Activation quantities within any IO may be approved via electronic mail. A reasonable amount of Campaign or program delivery overages (e.g., test prints) may be included in the fees unless otherwise specified in the IO. “Activation” means, with respect to Advertiser offer or promotion in connection with the Services, the occurrence of specified consumer activity or action with respect to such offer or promotion, including, without limitation, the submission of a physical print request for such offer, the association of such offer to a user account, or the display of such offer via electronic device.  With respect to In-lane Coupon Services, Activation occurs upon the printing of the offers on the receipts at retailer’s POS.

 B.    SET UPS

·       Campaigns (formerly known as “Axis”) – Campaigns is an offer-provisioning system used to gather Campaign assets and create the offer for launch on Quotient’s platforms.

·       All required offer assets must be provided by Advertiser through Campaigns.

·       Quotient will send invites and instructions re. onboarding and use of Campaigns; Advertiser to provide emails of employees who will interact with Campaigns.

·       Assets – Advertiser will provide the following assets for each Offer Campaign:

·       GS1 datastring (Dual/Blended clearinghouse barcode type)

·       Offer Description

·       Legal Language

·       Product Image

·       Offer Dates

·       Offer Distribution

·       Timelines – Below are the timelines to create each Offer:

·       1-9 Offers –

·       1-2 business days for proofs and settings once complete assets are submitted via Campaign Manager

·       2-3 business days for quality assurance processes after proofs and settings approval by Advertiser prior to launch

·       Additional Retailer Acceptance timelines of up to 10-14 business days may apply

·       >10 Offers –

·       Minimum of 3-4 business days for proofs and settings once complete assets are submitted via Campaign Manager

·       Minimum of 4-5 business days for quality assurance processes after proofs and settings approval by Advertiser prior to launch

·       Additional Retailer Acceptance timelines of up to 10-14 business days may apply

*Note: We recommend 90 days from the time we receive a signed Insertion Order to launch a Campaign. The additional time allows for retailers to pick up offers within their review timing and potentially include in their marketing efforts.

 C.    APPROVALS AND REVISIONS

·       Advertiser is sent an email with proofs and settings for each Campaign. A timely approval by Advertiser in writing of the proofs and settings is required.

·       Advertiser may request one revision to the proof within timelines provided. Advertiser understands and agrees that additional revisions will add to the timeline of the Campaign production work and may affect contracted launch date. Any offer revisions or changes to proofs will initiate the restart of the offer creation timeline (as set forth above) and will require Advertiser approval of new proofs and settings.

 D.    COUPONS DISTRIBUTION TERMS

·       Digital Print” means a printable coupon offer.

·       Digital Paperless” means a digital coupon offer distributed to a retailer loyalty card.

·       Dynamic Brick” means a Brick with 4 unique implementation codes provided. Advertiser is required to develop the consumer experience and implement. Includes redemption tracking.

·       Mobile Cash-Back Reward” or “MCR” refers to Mobile Cash-Back standalone offer accessible outside of Coupons.com app.

·       Print & Mail” or “Consumer Affairs Solution” means our service to print and mail offers directly to consumers.

·       “Quotient Promotions Network” or “QPN” includes all websites, mobile apps, social network, and other digital properties owned by and operated by Quotient and/or Quotient’s affiliated publishers, retailers, and other partners.

·       Retailer Specific” refers to an offer designed to influence purchase at specific retailer site through publishing and/or cobranding.

·       Static Brick” means a Brick with a single URL with aggregated print/redemption tracking.

·       User-targeted Offer” is intended to be targeted to a set of consumers based on criteria of past behavior. Targeted offers are made available to consumers via Quotient’s Retailer IQ platform.

 

MERCH OFFERS (COUPONS)

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

 

OPTIMIZATION

·       Advertiser will have access to Quotient Analytics for self-service reporting.

·       Advertiser will be sent Campaign optimization recommendations (as needed) based on best practices and objectives of the Campaign.

·       Upon approval by Advertiser of the recommendations, Quotient will issue a Change Order if terms of the original IO are modified based on the recommendation. A timely approval of the Change Order (<24hours) by Advertiser is required.  Once the Change Order is approved, Quotient will implement the changes set forth in the Change Order.

·       Recommendations will not be implemented until a signed Change Order is approved by both parties.

 REBATES 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.  Advertiser 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. 

 

2.         Tracking and Reporting.  For each Promotion, Advertiser will provide Quotient a list containing the UPC number for each Advertiser Product. Quotient will provide such information to its DCPs to enable them to report Advertiser Product purchases to Quotient.  Quotient will track Qualified Purchases based on DCP provided data and the Promotion requirements, as set forth in this Advertiser 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 Advertiser Contributions, and rewarding Users for Qualified Purchase transactions.  Quotient will provide Advertiser its customary reports for each Promotion. 

 

3.         Advertiser Contributions, Promotion Fees, and Clearing Fees.  In accordance with Section 4, Advertiser will pay a Advertiser 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 Advertiser pursuant to Section 5.    

 

4.         Payment.  In accordance with the applicable IO, Quotient or its agent will invoice Advertiser on a mutually agreed upon schedule for the total Advertiser 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 Advertiser for User Adjustments reimbursable to Quotient in accordance with the terms of Section 5.  Within ten (10) days following delivery to Advertiser of an Invoice, Advertiser will pay to Quotient or its agent by electronic funds transfer, ACH or check of immediately available funds an amount equal to (i) the total Advertiser Contributions owed, (ii) the total Promotion Fees and Clearing Fees (if any) owed, and (iii) the total User Adjustments owed.  Advertiser will 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.

 

5.         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”).  Advertiser will pay Quotient or its agent the applicable Advertiser Contribution for all User Adjustments paid by Quotient for each Promotion in accordance with Section 4 above, provided that the maximum amount of Advertiser Contribution for each Promotion that Advertiser will be required to pay to Quotient or its agent with respect to User Adjustments will be one percent (1%) of the aggregate amount of Advertiser Contributions paid or owing by Advertiser for such Promotion. User Adjustments that Quotient verifies are due and owing to a User based upon research conducted by Quotient, Advertiser or their respective agents will be paid by Advertiser and not counted toward the one percent (1%) cap).

 

6.         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.

 

7.         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 Advertiser, as well as the Always On User Purchase Data to Advertiser.  “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 Advertiser 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, Advertiser may not use any of Quotient’s Confidential Information to advantage one Distribution Retailer over another Distribution Retailer.

 

8.         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 Advertiser 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 Advertiser’s products.

 

“Clearing Fee” means the clearing fee payable by Advertiser 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 will be $0.08.

 

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

 

“Advertiser Product” means, for each Promotion, those products manufactured by Advertiser 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 Advertiser Products at or through channels in which UPC-level data in support of a Rewards Program is collected by a DCP.

“Participating Advertiser” 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 Advertiser 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 Advertiser 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 Advertiser Product(s) for such Promotion, provided that the User (i) performed an Activation, (ii) purchased the Advertiser 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” will 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.

QPN LOYALTY OFFERS

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

AHALOGY SERVICE TERMS

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

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

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

 

Project-specific Terms.

(a) Brandables: 

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

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

Static Brandable Content

·       Include at least 3-5 illustrative images that have been custom created for purposes of the Content

·       Utilize a specified product of Advertiser (the “Product”) in the imagery

·       Mention the Product and link to an agreed upon destination (i.e. Advertiser site)

·       Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)

·       Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products

·       High-resolution, print-ready imagery for offline use

 

Video Brandable Content

·       15+ second high-quality video development

·       Custom product and brand integration into recipe creation process

·       Advertiser-owned asset most effective for social promotion

·       Content creator publishes video with long-form content to their blog with approved “sponsored by” messaging

·       Cross promotion of video across the creator’s social channels for “influencer-like” distribution

·       Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared (including social posts) that this is a sponsored post in accordance with the FTC Guides (as defined below)

·       Will not include any mention or image of competitive brands or branded products, but may however contain other unbranded products

 

Social Brandable Content

·       Include illustrative images that have been custom created for purposes of the Content to be amplified on social media

·       Utilize a specified product of the Brand (the “Product”) in the imagery

·       Mention the Product and link to an agreed upon destination (e.g. the Brand site)

·       Include an express disclaimer or otherwise disclose both at the beginning of the Content and whenever shared that this is a sponsored post in accordance with the FTC guidelines (as defined below)

·       Will not include any mention or image of competitive brands or branded products, but it may however contain other unbranded products

 

(b) The Quotient Brandable Content process is:

·       Advertiser will provide Quotient with an outline of the purpose of the Content to be created (e.g. reapply on website, utilize for organic Pinterest activity, use as a Promoted Pin).

·       The Advertiser will complete a briefing document provided by Quotient (the “Advertiser Brief”), which will include target completion schedule for the various stages of the Content creation process described herein.

·       Quotient will follow up with a proposal for the creation of the Content, as well as any proposed modifications to the Advertiser Brief.

·       Advertiser to approve of the proposal and the modifications to the Advertiser Brief, if any, and provide the Product to Quotient.

·       Once the Advertiser Brief has been approved, Quotient will invoice Advertiser for the Brandable Content outlined in the Advertiser Brief, and Advertiser will pay the invoice within thirty (30) days.

·       Quotient will provide Advertiser with a short list recommendation of identified Content Creators.

·       Advertiser to align to the Content Creator recommendations.

·       Quotient will direct each Content Creator approved by Advertiser to create Brandable Content in accordance with the Advertiser Brief.

·       Quotient will provide a draft of the Brandable Content to Advertiser for approval.

·       Once Advertiser has approved the Content, the Content will be published on Content Creator’s Website and social media channels.

·       The flight dates of social media services set forth on the IOs represent anticipated, not actual, flight dates for the Campaign. Actual Campaign end date may vary by up to 21 days without a change order or contract modification.

 

(c) License/ Ownership:

·       Notwithstanding the Term, Quotient will cause each Content Creator to keep any published Content intact for at least 12 months, starting at the moment the applicable Content is published.

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

 

(d) Attribution/ Disclosure:

·       Quotient will cause Content Creator to disclose that each piece of Content is sponsored at the beginning of the Content in accordance with applicable laws and the FTC Guides further detailed below. Quotient will also recommend that each Content Creator adds the no-follow attribute to instruct search engines that the hyperlink should not influence the ranking of the link’s target in the search engine’s index.

·       Advertiser understands and agrees that Advertiser has no right to require any specific Content Creator to, or require Quotient engage any specific Content Creator to, create Content, regardless of whether such Content Creator has created Content for Advertiser in the past.

·       Quotient will require that Content Creators report any current conflicts or competitive partnerships to Quotient and Quotient agrees to inform Advertiser of any such reported conflicts or partnerships promptly upon receiving notice thereof from the Content Creator.

·       Quotient represents and warrants that it will cause each Content Creator to conduct themselves at all times with due regard to public morals and conventions. If a Content Creator, as determined by Advertiser in its reasonable discretion: (a) has engaged in, or engages in any felonious activity, whether or not such Content Creator is charged with, indicted for, convicted of, or pleads guilty to such activity; (b) has engaged in, or engages in any conduct which in the eyes of a reasonable person would bring Advertiser into public disrepute, contempt, or scandal, would insult or offend a reasonable person, and/or would injure, disparage, embarrass, or impair the success of Advertiser’s products or services; or (c) authorizes another to make any statement which could reasonably be considered conduct described in sub-clauses (a) and (b) above, and which could be reasonably construed as attributable to such Content Creator, then, in any such instance, Advertiser will have the right to terminate this Statement of Work immediately upon learning of such event.  All determinations made by Advertiser under this section will be final.

·       Advertiser believes in full transparency and in full, fair and effective disclosures of material facts relating to a Content Creator’s relationship with Advertiser. Accordingly, Advertiser requires that Quotient and any Content Creators engaged by Quotient adhere to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) (“FTC Endorsement Guides”).  Quotient will, and will cause all Content Creators to, comply with the FTC Endorsement Guides and neither Quotient nor any Content Creator will speak about or refer to Advertiser directly or indirectly, without disclosing that Advertiser paid for the Content Creator’s services, including, but not limited to when blogging or speaking about Advertiser. The form of any such disclosure will be mutually agreed by Advertiser and Quotient but will appear clearly and conspicuously and in close proximity to any statements a Content Creator makes about Advertiser or its products or services.

 

(e) Timeline and Approval:

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

 

(f) Proof of Performance:

·       Upon completion, Quotient will cause Content Creator to provide links to Content and links to social posts as proof of performance and Quotient will deliver such links to Advertiser

·       Quotient will cause Content Creator to provide access to website analytics OR provide a performance summary for at least 3 months from Content publish date. Summary will be delivered at the end of each month using a template provided by Quotient and reasonably approved by Advertiser.

 

(g) Fulfillment:

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

 

(h) Other:

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

 

(i) Paid Media: 

·       Quotient will scale the influencer content with auction-based Paid Media by managing the Paid Media programs on behalf of the Content Creators. Quotient will manage the bidding, placement and reporting of Paid Media using the platform of our Ads API partner. Quotient can scale what works to drive high performing CPM, guaranteeing a minimum of impressions – specified in Deliverables.

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

 

 

ELEVAATE TERMS

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

(a) Access to Services:

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

(b) Self-Service:

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

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

(c) Payment:

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

 

CAMPAIGN SUCCESS REPORTING

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

 

SUPPORT

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

 

EARLY BOOKING RATES 

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

 

PACKAGES

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

 

QPN REDEMPTION PAPER & PAPERLESS

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

 

ANALYTIC SERVICES

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

 

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

 

  1. 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.

 

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

 

QMX SERVICES

QMX (Quotient Media Exchange) is an end-to-end digital marketing platform powered by proprietary retail technology and partnerships to deliver personalized content that drive measurable incremental sales.

 

  1. The QMX Services consist of the following components:

 

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

 

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

 

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

 

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

 

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

 

EMAIL, SURVEY, AND OTHER SERVICES THAT REQUIRE PII

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

 

ALCOHOL; DAIRY

If any Advertiser Content promotes or references alcohol 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.

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

 

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

 

Cancellation or Abandonment

Fee

(% of the applicable Services or IO face value)

More than 90 days before Launch Date

0%

Between 90 and 61 days before Launch Date

25%

Between 60 and 31 days before Launch Date

50%

Between 30 and 1 day before Launch Date

100%

On or after Launch Date

100% of remaining term

For Ahalogy Services, Bricks, Sponsorship Packages, and Takeovers - any time after IO execution

100% of remaining term