Terms & Conditions

1. PARTIES AND INTRODUCTION

1.1 RetailerBoost (a 30m.com company) owns and operates a performance-based Google Shopping Ads service which enables RetailerBoost to create and manage Google Shopping Ads campaigns to advertise the Merchant's products.

1.2 Merchant (who has approved the RetailerBoost Commission and accepted these terms (collectively, this "Agreement") before signing up for the service), offers all of its products for sale to prospective customers via RetailerBoost's Google Shopping Ads campaigns.

1.3 This Agreement forms the basis upon which RetailerBoost and Merchant agree to cooperate to advertise, promote, market and sell products to Customers through RetailerBoost Google Shopping Ads campaigns and for the Merchant to pay commission to RetailerBoost on amounts associated with such sales ('RetailerBoost Commission') calculated on subtotal basket value and on Sales Before Returns and based on a 30 day cookie window Last Non-Direct Click Attribution Model. Merchant is not charged commission on shipping costs (or any US sales tax, or other local, state or federal tax that Merchant is obligated to collect on the order within the US). The default commission rate factors in an average returns rate, meaning that commission is charged on all orders irrespective of returns/cancellations that are made after the transaction is complete. As a result of the original sale, the Merchant has the contact details of the customer so they can re-market to the customer, so even if an item is returned/cancelled, there is still intrinsic value to the transaction.

1.4 Commission Rate Adjustments - The default commission rate is set at 12%. Any adjustments to this commission rate must be mutually agreed upon between RetailerBoost and the Merchant. The Merchant may request changes to the commission rate used to calculate charges in writing, and no changes will be made without the explicit consent of the Merchant. RetailerBoost will manage its ad spend to ensure the sustainability of the service and will not pass on losses incurred from advertising spend to the Merchant.

1.5 Notwithstanding any other provision in this Agreement, the minimum commission charge processed by RetailerBoost will be $0.03. In cases where the calculated commission charge is less than this minimum amount, the charge will be rounded up to $0.03. This minimum charge is in place to cover various operational costs, including but not limited to payment processing fees and regulatory fees.

1.6 This Agreement sets out the parties' respective rights and obligations in respect of providing a service to advertise, promote, market and sell products to Customers through RetailerBoost Google Shopping Ads campaigns.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, unless the context otherwise requires:

"Agreement" has the meaning given in clause 1.

"Billing Information" means information concerning a Customer's credit card or debit card used to process an Order, including, without limitation, account numbers, security codes, and billing addresses.

"Customer(s)" means any person or entity that makes an Order.

"Customer Information" means all information, other than Billing Information, used to process an Order, including, without limitation, a Customer's name, address, phone number, e-mail, shipping address, and order details.

"Data Protection Legislation" means all applicable data protection legislation and regulations including GDPR and CCPA.

"Effective Date" means the date on which Merchant accepts RetailerBoost's Terms and installs the RetailerBoost tracking pixel or script.

"GTINs" means the 14-digit unique number used to identify Products.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered.

"Last Click Attribution" means that all of the credit for a conversion is given to the last touchpoint in the buyer's journey. For the purposes of clarification only, where a Customer visits a store with RetailerBoost tracking (via GCLID) and does not subsequently visit that store prior to a sale with other source tracking, the sale shall be attributed to RetailerBoost.

"Merchant" means the business entity or individual that has signed up for RetailerBoost services.

"Merchant Content" means all content, information, and materials provided by or on behalf of Merchant to RetailerBoost, including product data, images, and descriptions.

"Order" means any order for Products made via RetailerBoost Google Shopping Ads Campaigns applying Last Click Attribution.

"Personal Data" has the meaning set out in applicable Data Protection Legislation.

"Products" means Merchant's goods available for advertising via RetailerBoost Google Shopping Ads Campaigns.

"RetailerBoost" means the RetailerBoost service operated by 30m.com.

"RetailerBoost Commission" has the meaning given in clause 1.3.

"Sales Before Returns" means the aggregate sum paid by Customers to Merchant in respect of Orders.

"Term" has the meaning given in clause 9.1.

3. MERCHANT OBLIGATIONS

3.1 Merchant shall:

(i) Install and maintain the RetailerBoost tracking pixel or script on their ecommerce platform;

(ii) Maintain an active and compliant Google Merchant Center account in good standing;

(iii) Provide RetailerBoost with access to Product information including but not limited to, GTINs (where available), Product types, Product names, Product images, Product descriptions, sizes, inventory, current retail prices, and delivery/shipping options;

(iv) Pay the RetailerBoost Commission via Stripe on a monthly basis;

(v) Comply with all applicable laws and regulations regarding ecommerce, advertising, and data protection.

3.2 Merchant shall be responsible for fulfilling all Orders including:

(i) Processing Orders and Returns;

(ii) Shipping the Products;

(iii) Providing all customer service in connection with the Products and Orders.

3.3 The Merchant acknowledges that they will charge Customers in accordance with current pricing information, and that RetailerBoost's commission will be calculated by reference to those prices (excluding shipping, taxes, and discounts).

4. INTELLECTUAL PROPERTY RIGHTS

4.1 RetailerBoost and its licensors retain all legal and beneficial right, title, and interest in and to the RetailerBoost service, tracking technology, and all Intellectual Property Rights therein.

4.2 Merchant retains all legal and beneficial right, title, and interest in and to Merchant Content, including all Intellectual Property Rights therein.

4.3 Merchant grants RetailerBoost a worldwide, non-exclusive, royalty-free license to use Merchant Content for the purpose of creating and running Google Shopping Ads campaigns during the Term.

5. PAYMENT AND BILLING

5.1 Merchant shall pay the RetailerBoost Commission via Stripe at the end of each monthly billing period.

5.2 RetailerBoost is entitled to the RetailerBoost Commission in respect of every Order generated via RetailerBoost Google Shopping Ads Campaigns using Last Click Attribution.

5.3 Upon expiration or termination of this Agreement however caused, unpaid RetailerBoost Commission shall immediately become due and payable by Merchant.

5.4 Any overdue, undisputed amounts shall bear interest at the rate of 4% above the base rate from time to time calculated from the date when such amount is due up to the date of payment.

5.5 During the Term and for three (3) years thereafter Merchant agrees to maintain full, proper and accurate records showing all Orders and the calculation of payments due to RetailerBoost.

6. DATA PROTECTION AND PRIVACY

6.1 Each party shall comply with all applicable Data Protection Legislation.

6.2 RetailerBoost processes only the minimum data necessary for attribution and billing:

(i) Google Click IDs (GCLID) from ad clicks;

(ii) Order IDs and values for commission calculation;

(iii) Basic conversion timestamps;

(iv) NO personal customer information (names, emails, addresses).

6.3 RetailerBoost's tracking is GDPR compliant and does not require cookies for attribution.

6.4 Merchant is responsible for ensuring their use of RetailerBoost services complies with their privacy policy and applicable data protection laws.

7. TERM AND TERMINATION

7.1 This Agreement shall begin on the Effective Date and continue until terminated in accordance with clause 7.2 ('Term').

7.2 Either party may terminate this Agreement:

(i) On written agreement between the parties;

(ii) By Merchant removing the RetailerBoost tracking pixel/script;

(iii) By either party giving 30 days' written notice to the other;

(iv) Immediately if the other party commits a material breach of this Agreement.

7.3 Upon termination, all sums owing to RetailerBoost shall become immediately due and payable.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and discharge its obligations hereunder.

8.2 Merchant warrants that:

(i) Merchant is the owner of or has rights to all Merchant Content;

(ii) The Merchant Content is accurate and up-to-date;

(iii) Products do not infringe any Intellectual Property Rights of any third party;

(iv) Merchant complies with Google Shopping policies and maintains a compliant Merchant Center account.

8.3 Except as expressly set forth herein, the RetailerBoost service is provided "as is" and RetailerBoost makes no warranties regarding potential sales or revenue generation.

9. LIMITATION OF LIABILITY

9.1 RetailerBoost is not liable for interruptions, downtime or failures related to Google's systems, or any action or decision by Google to alter or restrict access to Google Shopping or Google Ads.

9.2 In no event shall RetailerBoost be liable to Merchant for:

(i) Loss of profits;

(ii) Loss of business;

(iii) Loss of anticipated savings;

(iv) Any special, indirect, consequential or pure economic loss;

9.3 RetailerBoost's total liability under this Agreement shall not exceed the RetailerBoost Commission paid by Merchant in the twelve months preceding the date on which the claim arose.

9.4 Nothing in this Agreement shall limit liability for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation.

10. GENERAL PROVISIONS

10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

10.2 Amendments: RetailerBoost may amend this Agreement from time to time by providing notice to Merchant via email with a summary of changes. Continued use of the service after notice constitutes acceptance.

10.3 Assignment: Merchant may not assign this Agreement without prior written consent. RetailerBoost may freely assign this Agreement.

10.4 No Partnership: Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.

10.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Delaware.

10.6 Dispute Resolution: Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware.

11. CONTACT INFORMATION

For questions about these Terms & Conditions, please contact us at:

Email: [email protected]

Website: https://retailerboost.com