Applecart Units Addendum
Applecart may provide its Services in exchange for Applecart Units (“AUs”). Upon purchase of AUs as set forth on an applicable Order Form, Applecart will create a Client Account, deposit the purchased AUs, and debit AUs from the Client Account pursuant to the terms herein, on an Order Form or otherwise as set forth in writing between the Parties.
This Applecart Units Addendum sets forth the terms and conditions for Client’s purchase and use of Applecart Units for the purpose of accessing Provider’s Services, as specified in one or more Order Forms mutually executed by Project Applecart LLC (“Provider”) and you (“Client”) (together, the “parties”). This Applecart Units Addendum is subject to, and governed by, the Applecart Master Terms and Conditions set forth atapplecart.co/master-terms (the “Master Terms”). Capitalized terms not defined in this Applecart Units Addendum shall have the meanings set forth in the Master Terms, the Order Form, or elsewhere in the Agreement. Provider reserves the right to modify this Applecart Units Addendum at any time pursuant to Section 13 of the Master Terms.
1. Definitions
A. “Activation Form” means the form submitted by Client to Provider to Activate a Decision Maker Network.
B. “Active” refers to a Decision Maker Network that has undergone a Network Activation.
C. “Add-On Rate” means the price at which Client may purchase additional Applecart Units to supplement a Subscription Tier allotment; the Add-On Rate shall be specified in the applicable Order Form under which Client purchases the Subscription.
D. “Add-On Units” means Applecart Units purchased at the Add-On Rate.
E. “Applecart Unit” or “AU” means credits that may be purchased by Client (a) in a Subscription as defined below, (b) at the Add-On Rate, or (c) at a Project Rate, as specified in an Order Form.
F. “AU Balance” means Client’s available number of Applecart Units at a given time in Client’s account (“Account”) that may be exchanged for Services.
G. “Network” refers to a Decision Maker Network or a Non-DM Network.
H. “Deactivated” refers to a Network that has undergone a Network Deactivation.
I. “Decision Maker Network” means a custom advertising audience constructed by Provider around a decisionmaker identified by Client pursuant to an Activation Form.
J. “Fractional AU” means a fraction of an Applecart Unit, calculated based on the number of days in a calendar month during which the Network was Active as of the Network Deactivation Date. Fractional AUs are rounded to two decimal places.
K. “Network Activation” means Provider uploading to Onboarding Partner the file containing a Network. Such file containing one or more Networks shall constitute an Audience Deliverable as set forth in the Master Terms.
L. “Network Activation Date” means the date upon which a Network Activation occurs, as determined by Provider.
M. “Network Annual Renewal” means Provider causing a Network to remain Active after twelve months have elapsed since the Network Activation Date, or the most recent anniversary thereof.
N. "Network Deactivation” means Provider causing a Network to cease to be Active.
O. “Network Deactivation Date” means the date upon which a Network Deactivation occurs, as determined by Provider.
P. “Network Monthly Usage” means Provider causing a Network to remain Active for a calendar month, or any portion thereof, following the Network Activation Date.
Q. “Non-Decision Maker Network ” or “Non-DM Network” means a custom advertising audience constructed by Provider other than a Decision Maker Network.
R. “Onboarding Partner” means Provider’s contracted service provider that facilitates onboarding Audience Deliverables to Advertising Destinations as directed by Client.
S. “Project Rate” means the rate at which Client may purchase Applecart Units on an ad hoc basis without purchasing a Subscription.
T. “Subscription” means the annual recurring purchase of Applecart Units at the applicable Subscription Fee, as set forth in an Order Form, that Client may exchange for Services during the Subscription Term. Each Subscription Tier has an associated Add-On Rate, as specified on the applicable Order Form.
U. “Subscription Change” means Client’s election to purchase a different Subscription Tier other than the one purchased under the Order Form then in effect, either at the time of annual renewal or during the Subscription Term as set forth below. To “Change Subscription” shall mean to make such an election.
V. “Subscription Fee” means the price for the Subscription Tier of AUs purchased under an applicable Order Form.
W. “Subscription Term” means the twelve-month period following the Service Effective Date of an Order Form under which the Subscription is purchased.
X. “Subscription Tier” means a Subscription for a fixed number of AUs purchased at the applicable Subscription Fee.
2. Purchase and Use of Applecart Units
A. As set forth herein, Applecart Units may be exchanged for Services, as specified in an applicable Order Form or otherwise in writing between the parties.
B. The parties shall mutually execute an Order Form, which shall set forth the Subscription to be purchased by Client, including the number of Applecart Units, the Subscription Fee and the applicable Add-On Rate. Alternatively, a specified number of Applecart Units may be purchased at a Project Rate, the availability and pricing of which will be at Provider’s discretion.
C. Subsequent to entering into an Order Form for the purchase of a Subscription, the parties may enter into one or more additional Order Form(s) for the purchase of Add-On Units, for one or more Continuation Terms, for Subscription Changes, and/or for the purchase of Services other than those available in exchange for Applecart Units.
D. Following execution of an Order Form for the purchase of a Subscription, AUs at a Project Rate or Add-On Units, Client’s AU Balance shall be increased by the number of Applecart Units purchased in accordance with such Order Form.
E. Client’s AU Balance will be debited for each Decision Maker Network as follows:
i. Network Activation – Five Applecart Units
ii. Network Monthly Usage – One Applecart Unit per full calendar month, or A Fractional AU will be debited if the Network is Active for less than a full calendar month; provided, however, that the minimum cumulative charge for Network Monthly Usage per Network following a Network Activation shall be one Applecart Unit.
iii. Network Annual Refresh – Five Applecart Units
F. For a Non-DM Network, the number of AUs debited for Network Activation, Network Monthly Usage and Network Annual Renewal shall be set forth in the Order Form or otherwise inwriting between the parties and will vary from the amounts shown in Section2(E).
G. To initiate a Network Activation, Client shall submit an Activation Form. Upon Client’s request for a Network Activation, Provider will confirm receipt of the request set forth in the Activation Form, debit Client’s AU Balance for a Network Activation, and begin constructing the Network. Client’s request for a Network Activation is non-cancellable and debited AUs will not be reversed for credit.
H. Following a Network Activation, such Network shall thereafter remain Active unless Client notifies Provider in writing (email sufficing) to initiate a Network Deactivation. If Client wishes to reactivate a Network following Network Deactivation for any reason, such reactivation shall constitute a new Network Activation.
I. Upon the twelve-month anniversary of a Network Activation Date, provided the Network has remained Active for the preceding twelve months, five Applecart Units will be debited from Client’s AU Balance for the Network Annual Renewal in order to continue to keep the Network Active.
J. If, while any Network is Active, Client’s AU Balance is insufficient to keep such Network Active, Provider shall credit Client’s Account for the necessary number of Applecart Units and issue an invoice to the Client for the Applecart Units at the Add-On Rate or Project Rate, as applicable. In such event, Provider will have provided notice of the AU Balance prior to adding AUs, and Client shall be deemed to have purchased any such required Applecart Units and shall be responsible for payment.
K. Provider shall provide monthly statements to Client indicating the number of Applecart Units debited during the period covered by the statement and the remaining AU Balance at the end of the period.
L. Applecart Units purchased at a Project Rate shall expire upon the twelve-month anniversary of the Service Effective Date of the most recent Order Form that includes an AU purchase at the Project Rate.
M. Notwithstanding anything to the contrary, upon termination of the Agreement for any reason, Client’s AU Balance as of the effective date of such termination shall be forfeited without a refund or other compensation for any unused AUs.
N. Client may exchange Applecart Units for Services other than those set forth herein as specified in an applicable Order Form or otherwise in writing (email sufficing).
3. Subscription Renewals and Upgrades
A. The twelve months following the Service Effective Date of an Order Form that includes the initial purchase of a Subscription shall be referred to herein as the “Initial Subscription Term.” Upon each twelve-month anniversary of such Order Form Service Effective Date (the “Anniversary”), the Order Form shall automatically renew for successive twelve-month annual terms (each a “Continuation Term”). In advance of the Anniversary, Provider shall provide written notice to Client setting forth the Subscription Fee for the Continuation Term. The Subscription Fee charged for a Subscription during a Continuation Term shall reflect the price for such Subscription at the time of renewal. Payment shall be due on or before the first day of the Continuation Term, unless otherwise specified in the Order Form.
B. Either party may decline the Continuation Term by notifying the other party in writing of their intent not to renew at least thirty (30) days prior to the applicable Anniversary.
C. Client may elect to make a Subscription Change for Client’s next Continuation Term by providing written notice to Provider of such change at least thirty (30) days prior to an Anniversary. The parties shall execute an Order Form for the new Subscription, and Provider shall issue an invoice for the applicable Subscription Fee. Such change shall be effective at the start of the Continuation Term.
D. If Client wishes to make a Subscription Change before the next Anniversary, the parties shall execute an Order Form for the new Subscription. When making a Subscription Change effective during a Subscription Term, Client may only make a Subscription Change to a higher Subscription Tier. Client may make a Subscription Change toa lower Subscription Tier only at the start of a Continuation Term. In the Order Form, the parties will specify the Subscription Change, including the new Subscription Tier, and Provider shall issue an invoice for the applicable Subscription Fee. For Subscription Changes effective during an existing Subscription Term, a new Continuation Term shall begin on the Service Effective Date of such Order Form, which shall supersede the Subscription Term in effect prior to the execution of such Order Form.
E. Upon an Anniversary or Subscription Change to a higher Subscription Tier, any AU Balance shall roll over for use during the Continuation Term. Provided, however, if Client makes a Subscription Change to a lower Subscription Tier, any AU Balance (including any Add-On Units) in Client’s Account as of the effective date of the Subscription Change shall expire and may not be used in the Continuation Term.
F. An Order Form that does not include the purchase of a Subscription shall not automatically renew unless the parties mutually agree otherwise in writing.
4. Use of Networks
A. For purposes of this Section 4, an “Entity” shall mean a single corporate entity.
B. Except (i) with Provider’s prior written approval in each instance, and (ii) subject to Client’s compliance with Section 4(C) of this Applecart Units Addendum, Client may utilize a Network only on behalf of a single Entity.
C. In the event that an additional Entity seeks to use an existing Network previously activated for Client, (i) Client must receive Provider’s prior written approval in each instance, and (ii) except as Provider may otherwise authorize in its sole discretion, each additional use of an existing Network for a distinct Entity shall be deemed to be a new Network Activation and incur an additional Network Monthly Usage for as long as the Network is Active for such Entity. For example, if Client chooses to use a specific Network for both Entity A and Entity B, Client’s AU Balance will be reduced for Network Activation of five AUs twice (once for each Entity utilizing the Network) and Network Monthly Usage of one AU twice (once for each Entity utilizing the Network).
