Last updated: 3rd March 2023

Definitions

Whenever the following capitalized terms are used in this Agreement or in any addendum, supplement or applicable Order Form, they shall have the meaning specified herein:

Add On
Additional Services (not including Company’s core Products) Customer may purchase. Customer’s approval of the usage of Add-Ons, whether in the Platform or as agreed upon in the Order Form, Agreement or any amendments thereto, will automatically be added to Customer’s monthly invoice for the duration of the Service Term, or as otherwise agreed, and the terms of the Agreement will apply. Fees for Add-Ons are in addition to Subscription Fees.

App Marketing
A media advertising management Service that enables the Customer to manage and optimize Apps advertising campaigns on various App Marketing Publishers.

App Marketing Monthly Media Spend
The total amounts due by Customer to all Publishers for all activity Managed through the App Marketing Platform during the month for which payment is due.

App Marketing Publishers
Certain App Marketing Publishers including Facebook, Google, Apple and/or Snap as may be amended by Company from time to time.

Audience Data
A part of Data Integration Services where Company uploads data on behalf of Customer to an online advertising management platform, for the purpose of performing advertising campaigns on such platforms.

Audience Data Budget
The total amounts due by Customer to Social Publishers and/or Pinterest for all ad sets using Company Audience Data.

Authorised User
Customer’s appointee of at least one (1) authorized user permitted to make changes to the Order Form, purchase additional Services, including but not limited to Add-Ons, Expert Managed Services, Professional Services, and upgrading the Omnichannel Tier. The Authorised User will have the role of administrator on the Platform.

Competitive Intelligence
A competitive analysis dashboard to provide insights on Customer’s SOV on Amazon and Walmart based on designated keywords. Publishers available for Competitive Intelligence may be subject to change from time to time.

Data Integration
Data that Company uploads on behalf of Customer to the platform, for the purpose of performing advertising campaigns on such platforms.

Essential Publisher (AnalysisPlus)
Reporting features allowing Customer to integrate with applicable essential publisher data to provide custom labeling and metric definition, cross-publisher grid views, rule-based alerts, performance and structure auditing, testing and experiments, and automated cross-publisher visualization. Publishers included in this offering/feature are as follows: TikTok, LinkedIn, Snap, The Trade Desk, Reddit, YouTube, Twitter and may be amended by Company from time to time.

Enterprise License
An advertising management service which provides Customer access to the applicable Product at a subscription rate, per the terms of the Order Form.

Experiments
A feature allowing the Customer to measure results to understand impacts of Customer’s changes, before applying them to a campaign.

Expert Managed Services
Expert Managed Services include account management for the applicable Publisher, weekly reporting, and account handoff (if applicable). Expert Managed Services do not include any creative work on any campaign, other than minor cropping, resizing, or color adjustments, provided however, that the original files are provided to Company by Customer.

Expert Managed Services Budget
The total amounts due by Customer to Publishers for all campaigns viewed and managed by Company during the applicable period for which payment is due to Company.

Intent Driven Messaging
Provides Customer with analysis and actionable recommendations regarding the intent behind customer searches on Google to support alignment with ad copy and to increase customer sentiment, engagement and advertising performance.

Marketing Insights
Services provided by Company including creative insights, competitive intelligence and messaging optimization.

Media Spend Tier
Each Omnichannel Tier has a corresponding Media Spend Tier providing the maximum amount of Customer’s aggregate Media Spend across all Products and Publishers during the Service Term. The Media Spend Tier resets at the end of each twelve (12) month term or as agreed to between the Parties.

Multi-Location Marketing
A search advertising management Service that enables the Customer to manage and optimize local search advertising (SEM) campaigns on various Paid Search Publishers.

Multi-Location Marketing Monthly Media Spend
The total amounts due by Customer to all Paid Search Publishers for all activity Managed through Multi-Location Marketing during the month for which payment is due.

On Demand Media Fee
Customer’s fee to purchase units of $100,000 in additional Media Spend once Customer exceeds the applicable Media Spend Tier as provided in the Order Form.

Omnichannel Tier
Company provides access to the Platform for all Products and Publishers in the following tiers: Standard, Advanced, Enterprise, Enterprise Premier.

Paid Search
A search advertising management Service that enables the Customer to manage and optimize search advertising (SEM) campaigns on various Search Publishers.

Paid Social
A social media advertising management Service that enables the Customer to manage and optimize advertising campaigns on various Social Publishers.

Paid Search Publishers
Certain search publishers including Google, Yahoo, Bing, Yahoo Japan, Baidu and Yandex as may be amended by Company from time to time.

Paid Search Monthly Media Spend
The total amounts due by Customer to all Search Publishers for all activity managed through Paid Search during the month for which payment is due.

Paid Social Monthly Media Spend
The total amounts due by Customer to all Social Publishers for all activity managed through Paid Social during the month for which payment is due.

Paid Social Publishers
Certain social publishers including Facebook, Google, Apple and Snap, as may be amended by Company from time to time.

Pinterest Monthly Media Spend
The total amounts due by Customer to Pinterest for all activity Managed through Pinterest during the month for which payment is due.

Planning and Measurement
An incrementality measurement suite, that enables Customer to onboard data, plan, execute and monitor geo-based incrementality tests and custom audits.

Professional Services
If specific integration, custom tracking, custom development work (including coding, automation, and data visualizations), retrieval of data or analytics, managed onboarding, tailored training sessions, strategic consulting support, or other professional services, are requested by Customer, the scope of such services and associated costs will be agreed upon in writing by the parties in writing.

Product
Company applicable Services as described in https://skai.io/skai-platform-pricing-overview_2023

Publishers
Paid Search Publishers, Paid Social Publishers, App Marketing Publishers, and Retail Media Publishers as such may be amended from time to time.

Retail Media
An ecommerce advertising management Service that enables the Customer to manage and optimize ecommerce advertising campaigns on various Retail Media Publishers.

Retail Media Monthly Media Spend
The total amounts due by Customer for all activity to all Retail Media Publishers for all activity managed through Retail Media during the month for which payment is due.

Retail Media Publishers
Certain Retail Media publishers including, but not limited to, Amazon, Shipt, CVS, Staples, Meijer, FreshDirect, Ulta, Macy’s, Target, Instacart and Walmart, and as may be amended by Company from time to time.

Search Term Analysis
An optimization tool enabling Customer to leverage artificial intelligence, machine learning, and automation to reduce unproductive media spend.

Setup
Initial setup and integration of the Customer’s accounts and conversion data to Company’s Platform, including pixel conversion, file conversion and a BuildURL configuration (i.e., an automated ad URL builder), as detailed on the Company applicable Product.

Skai AMC
A one-time dashboard setup for ongoing reports which provides insights into Amazon campaign measurement and analytics. The reports are available via dashboards, which parses the raw AMC data into easy-to-read data visualizations customizable with metadata attributes or categories.

Skai DSP
An ecommerce advertising management Service that enables the Customer to enhance their commerce marketing strategy with programmatic media to extend their reach, scale campaigns, build audience intelligence, and assess the incremental impact of campaigns. This service is currently available in America, Brazil, Canada, and Mexico and may be amended by Company from time to time. The rest of the regions have a reporting Service that leverages Customer’s Amazon DSP data for reporting against their other Amazon programs data within the platform.

Skai University
Company’s training sessions in connection with its core product features in a workshop as detailed in the Order Form and also, if provided, on-demand learning course/topics, as agreed upon between the Parties in writing.

Skai Pixel
Generic code provided by Company to Customer to be downloaded and embedded within Customer’s website as a measurement tracking solution within Company’s applicable Products.

Standalone Auditing
A read-only access to the Paid Search.

Subscription/Subscription Fee
Subscription fee payable regardless of the actual use of the applicable Service.

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