1. PRICING OPTIONS

1.1. Nosto is subject to revenue share arrangement based on the Online Sales on the Customer Online Store. The revenue share arrangement is based on the Online Sales on the Customer Online Store associated with Nosto (“Click and Buy Based Pricing”).

1.2. Online Sales means the gross revenue (including tax) received by Customer from the purchases made on the Customer Online Store. No potential or actual refunds shall be deducted from the gross revenue.

1.3. All payments shall be paid in Euros, expect for Customers residing in United States of America or Canada, which are eligible to optionally choose all payments to be paid in USD when starting the use of Nosto. In the event revenue is earned by Customer in currencies other than the payment currency (EUR or USD), then Nosto shall convert said amounts each month into the payment currency based upon the latest foreign exchange reference rates on the day merchant’s bill is created. Nosto adopts the exchange rates from a publicly available source and reserves the right to change the source at any time without a notice. At the moment Nosto uses the rates published by the Open Exchange Rates (www.openexchangerates.org)

2. CLICK AND BUY BASED PRICING

2.1. The table below sets forth the percentage payable to Service Provider under Click and Buy Based Pricing when payment currency is USD.

Online Sales per Month Revenue Through Nosto * Regressive fee payable to Service Provider of the Online Sales that Come Through Nosto Example of Service Provider’s fee per month *
0 $ – 0 $ – 4.00 % 0 $ –
105,385 $ – 13,700 $ – 3.50 % 548 $ –
180,000 $ – 23,400 $ – 3.00 % 888 $ –
264,615 $ – 34,400 $ – 2.50 % 1,218 $ –
475,385 $ – 61,800 $ – 2.00 % 1,903 $ –
898,462 $ – 116,800 $ – 1.50 % 3,003 $ –
2,114,615 $ – 274,900 $ – 1.25 % 5,374 $ –
5,286,154 $ – 687,200 $ – 1.00 % 10,528 $ –

* Example is based on an assumption that 13% of all sales come through Nosto recommendations

2.2. The table below sets forth the percentage payable to Service Provider under Click and Buy Based Pricing when payment currency is EUR.

Online Sales per Month Revenue Through Nosto * Regressive fee payable to Service Provider of the Online Sales that Come Through Nosto Example of Service Provider’s fee per month *
0 € – 0 € – 4.00 % 0 € –
100,000 € – 13,000 € – 3.50 % 520 € –
170,000 € – 22,100 € – 3.00 % 838.50 € –
250,000 € – 32,500 € – 2.50 % 1,150.50 € –
450,000 € – 58,500 € – 2.00 % 1,800.50 € –
850,000 € – 110,500 € – 1.50 % 2,840.50 € –
2,000,000 € – 260,000 € – 1.25 % 5,083 € –
5,000,000 € – 650,000 € – 1.00 % 9,958 € –

* Example is based on an assumption that 13% of all sales come through Nosto recommendations

2.3. For the purposes of this Clause 2, Click and Buy Based Pricing only Online Sales from “Click and Buy” is counted. Click and Buy means that a customer visiting Customer Online Store clicks a product recommendation or other display generated by Nosto on Customer Online Store and then, in the same session, makes a purchase on the Customer Online Store buy-ing the merchandise that was in the display generated by Nosto. Click and Buy in Triggered Emails means that a customer receives an email that is generated through Nosto and then arrives to Customer Online Store and then, in the same session, makes a purchase on Customer Online Store. Click and Buy in Behavioural Pop-Ups means that customer clicks to reveal a discount code delivered through the behaviour popups and then, in the same session, makes a purchase on Customer Online Store. “Same session” means the session starting when a customer clicks a Nosto generated display and ending when customer leaves Customer Online Store.

2.4. After the end of each calendar month, Service Provider shall submit to Customer an invoice including statement detailing the full amount of the gross revenue derived by Customer through Click and Buy during the preceding month and Service Provider’s portion thereof. Customer shall pay to Service Provider the full amount shown to be due on the invoice within 14 days from the date of the invoice.

3. OTHER TERMS

3.1. Interest shall be payable on any amounts paid later than the date due hereunder in accordance with Finnish Interest Act. In the event of delay in payment, Service Provider is entitled to suspend or terminate Nosto without prejudice to Service Provider’s other rights and remedies.

3.2. Each party agrees to maintain records supporting the collection of revenue and payments made hereunder for a period of 2 years following the date that the collection or payment of the revenue was made. The relevant portion of such records and accounts shall be available for inspection and audit by an independent certified public accountant selected by the auditing party during regular business hours and upon reasonable advance notice. Any underpayments discovered under the audit shall be paid promptly by Customer together with the auditors’ fees following the receipt of a final report from the auditor.