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OpenSky Merchant Boost Agreement

This page sets out the terms and conditions that govern your use of OpenSky’s Boost service (“Boost”). Please read it carefully before using Boost; by opting to use Boost, you agree to the terms below (the “Boost Agreement”). Merchants using Boost are also required to agree to and abide by the OpenSky Project, Inc. (“OpenSky”) Merchant Agreement, available at https://www.opensky.com/content/general/merchant-agreement (the “Merchant Agreement” or “Agreement”), which is incorporated herein by reference. Any capitalized terms used but not defined in this Boost Agreement shall have the meanings set forth in the Merchant Agreement. Boost shall be deemed to be included in the “OpenSky Platform.”

Introduction

Boost is an easy way to reach new audiences. Simply choose your budget, and your products will receive increased exposure to help you reach more shoppers. Over the course of a Boost campaign (each, a “Campaign”) we will procure preferred placements for certain of your OpenSky Platform Product listings, driving qualified shoppers to your Products.

Eligibility

Merchant eligibility to participate in Boost is at OpenSky’s sole discretion. Generally, in order to be considered for eligibility, Merchants should be on the OpenSky Merchant “Pro” plan (and not have a separate Account Management Agreement) and be in good standing. If a Merchant’s access to or use of the OpenSky Platform is suspended or terminated in whole or in part by the OpenSky Trust and Safety Team for any reason (including, but not limited to, the occurrence of persistent shipping issues, offering Products that violate the Merchant Agreement or any other violation of any agreement between that Merchant and OpenSky or providing incomplete or false information to OpenSky), OpenSky may (in its sole discretion) immediately terminate any active Campaign, and any remaining Campaign Boost Budget (defined below) will be forfeited. Merchant must also have a valid credit card on file with OpenSky in order to participate in Boost, as further described below and in the OpenSky Fees and Payment Terms, available at https://www.opensky.com/content/general/merchant-fees-payment-terms.

Functionality

When a Merchant activates a Boost Campaign, OpenSky selects which specific Products from the Merchant’s catalog on the OpenSky Platform to highlight in preferred placements (collectively, “Boost Products”). OpenSky determines where and how Boost Products are displayed in its sole discretion. Factors that may impact placement include, but are not limited to, Boost Budget, Product type, Product details, image quality, price, seasonality, and shoppers’ interactions with Product listings. Campaign placement options include, but are not limited to, emails, websites and applications for the OpenSky Platform (including, without limitation, those available at opensky.com, 55mulberry.com, pickperfect.com and dotandbo.com), as well as promotional placements with third–party websites, applications and media. Placements are influenced by OpenSky’s personalization systems, so different end users may see different Boost Products in different user interfaces. Specific placements are not guaranteed.

The duration of a Boost Campaign varies depending on the Merchant’s selected spend amount for that Campaign (the “Boost Budget”) and applicable end user Product placement click rates. As determined in its sole discretion, OpenSky may discontinue a Boost Campaign at any time, with or without notice, if shoppers do not click on applicable Boost Product listings in sufficient volume (each such case, a “Poor Listing Performance”). In this scenario, the Merchant may be eligible (but is not guaranteed) to receive a partial refund of applicable Campaign Funds (see the “Payments and Financial Rules” section below).

Payments and Financial Rules

In order to participate in Boost, a Merchant must select its Boost Budget (that is, the amount of money that Merchant wishes to spend on Boost Campaigns) and pay that amount to OpenSky in accordance with this Boost Agreement and the Merchant Agreement. The following rules also apply to Boost Budgets:

  1. Boost Budgets are prepaid. In order to initiate a Boost Campaign, a Merchant must first select the applicable Boost Budget and promptly remit it to OpenSky in accordance with this Boost Agreement, the Merchant Agreement and any other terms mutually agreed upon by the parties. OpenSky may from time to time apply or modify certain Boost Budget minimum or maximum spend limits, which will be communicated by OpenSky to Merchant through the OpenSky Platform or otherwise in writing (email acceptable).
  2. Boost Budgets are non-refundable. Prepayments of Boost Budgets to OpenSky will not be refunded, except for situations where OpenSky opts (in its sole discretion) to discontinue a Boost Campaign solely due to Poor Listing Performance. In that situation, OpenSky may refund the unspent portion of the Boost Budget to the Merchant.
  3. Boost Budgets are charged for clicks, not placements. There is no specific charge for individual Boost Campaign Product placements. Rather, amounts are deducted from Boost Budgets only when an end user clicks on an applicable Boost Product listing. The price per click varies depending on a range of factors, including channel and location of the listing, in each case, as determined by OpenSky in its sole discretion.
  4. Boost Budgets automatically renew. When the amount of a Boost Budget is spent down to $0, OpenSky will automatically bill the credit card on file for a Merchant for a renewal amount equal to the amount of their most recent Boost Budget prepayment. Please note that automatic billing of the Boost Budget is governed by the payment terms in the Merchant Agreement, including, without limitation, those set forth in the Fees and Payments Terms. Merchants may cancel Boost Budget renewal payments at any time by contacting OpenSky at https://www.opensky.com/content/contact-us. Upon OpenSky’s receipt of Merchant’s notice that it wishes to cancel future Boost Budget renewal payments, then-current remaining amount of that Merchant’s prepaid Boost Budget will be used on Boost Campaigns in accordance with this Boost Agreement until no portion of that balance remains or until OpenSky terminates this Boost Agreement and/or the Merchant Agreement in accordance with the terms thereof, whichever occurs earlier.

No Guarantees

OpenSky does not make any guarantees regarding clicks or sales as a result of a Boost Campaign. Both are the responsibility of the Merchant.

Updated: May 1, 2017