Last updated: October 20, 2022
This Statement of Work (“SOW”) is dated as of the Effective Date of the Order Form linked hereto (“SOW Effective Date”) and is entered into by and between Customer (“Customer”) and Vividly Inc. (“Vividly”).
Notwithstanding anything to the contrary in the Order Form, “Services” as used herein means professional services work rendered by Vividly in relation to this SOW.
Backup Retrieval Service (BRS): This covers all distributors and retailers. The Vividly service team will pull deductions backup files from retailer/wholesaler portals, email threads, and other sources where files are stored. The files will be made available to you for reference either in the Vividly portal - depending on your subscription level - or in a shared online folder.
Dispute Collections Service (DCS): This covers UNFI & KeHE Distributors only. The Vividly service team will dispute invoice charges and provide Customer with a dispute log. Once they have been entered into the dispute log, the service team will begin the process of disputing the deductions on the Customer’s behalf. Dispute forms/emails will be created, and sent to the corresponding retailer/wholesaler, as well as follow-ups if the initial dispute is unsuccessful.
The following Services are included in scope during implementation of the Vividly platform:
2.1. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES - IMPLEMENTATION
Complete survey for Vividly team to understand current backup process
60-minute kick-off call, led by Vividly, to review action items requested from Customer
Access to customer portals and distribution email for all distributors/direct accounts/retailers. Including but not limited to
DPI Speciality Foods
Adusa & Stop & Shop
Walmart/ Sams Club
Understanding of primary and secondary customer contacts for backup questions in times of need
Retroactive pull of 1 month of backup, see Exhibit B on the Vividly Order Form for further detail
For deduction reconciliation customers, review promotion type selections by deduction invoice
Customer to walk through the current backup process for 1 distributor/retailer of their choosing. Vividly may request additional walk-throughs as needed.
For non-deduction reconciliation customers, the backup will be saved on Google Drive
For deduction reconciliation customers, the backup will be saved within the Vividly portal
Vividly will attach promotion type and backup source, when applicable, as outlined in kick-off call promotion type discussion 2.1
Complete survey for Vividly team to understand current dispute process
45-minute kick off call, led by Vividly, to review action items requested from Customer
Customer to create company domain for Vividly and provide complete access
Customer to provide complete access to AR (accounts receivable) inbox
Access to customer portals, 3PLs, Warehouses, Carriers for the below granted:
Customer to share supplier agreements for UNFI & KeHE
Understanding of primary contacts for dispute escalation needed
Customer accepts access to Vividly Slack channel
Full visibility granted of Vividly tracker of disputes in queue, filed, lost, won
2.2. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES – GO LIVE
1 business day turnaround time of downloading and uploading of deduction invoices
Bimonthly email update
1 business day turnaround time of filing dispute based on submission of Google Form to Vividly
2-week follow-up cadence on outstanding collections
2.3. EXCLUDED FROM SCOPE – IMPLEMENTATION & GO LIVE
The following items are not included in scope under this SOW. If Customer desires any of the services listed here or in the Ala Carte Menu, a Services scoping discussion will be needed (See “Exhibit B” on the Vividly Order Form for Ala Carte Menu):
Requesting missing backup via email and/or portal
Retroactive pull of backup greater than 1 month unless outlined in Exhibit B on the Vividly Order Form
For deductions reconciliation 2.1, Vividly is unable to guarantee fulfillment of 100% backup attachment rate
Backup attachment rates are extremely dependent on specific vendors and while the Vividly team will do their best to retrieve these, a 100% guarantee cannot be made
For deductions reconciliation in 2.1, Vividly is unable to guarantee fulfillment of 100% backup source selection for deductions scanning and matching capability
While Vividly welcomes the growth of additional backup sources, Vividly’s Deductions Scanning Module does not contain backup sources for all distributors/retailers and at times, the backup directly from the distributor/retailer is illegible which prevents the scanner from fully functioning
Downloading and saving of terms discount deduction invoices
At times, distributors/retailers attach backup several days after the check receipt is posted and submitted to the Customer. Vividly is not responsible for the retroactive extraction of deduction invoices
Any item not specifically listed in scope for this SOW
Identifying which expenses are invalid
Expense items outside of trade spend except supply chain
Any item not specifically listed in scope for this SOW
Following Vividly’s proven implementation methodology, Vividly will provide the following Consulting Services:
3.1. PROJECT MANAGEMENT
Schedule and facilitate meetings with key stakeholders and internal Customer teams when needed
Report bimonthly on BRS & DCS status
Admin/Manager training on the use and general management of the platform
Throughout the project, Vividly team members will provide guidance and assistance to Customer in the following areas, but ownership for completion and staffing lies solely with Customer. Customer responsibilities include:
4.1. PROJECT MANAGEMENT
Provide Stakeholders or Subject Matter Experts from each team for the following areas:
- Backup Retrieval
- Dispute Collections
4.2. CONTENT WORKSHOP
Customer is responsible for assisting Vividly with Customer-specific guides to portal navigation, when applicable
Customer is responsible for providing Vividly with updated passwords to portals, when applicable
4.3. TECHNICAL CONFIGURATION
Customer will provide details as directed within onboarding documents.
Customer will be responsible for maintaining once onboarding has been completed
Ensure users participate in onboarding and recurring meetings, when applicable
Implementation takes three (3) hours to complete for BRS
Implementation takes three (3) hours to complete for DCS
All implementation meetings, checkpoints, and training sessions will be conducted remotely
Hours will be tracked in 30-minute increments and will be tracked by each resource for documentation purposes, when applicable
Customer will provide Vividly every dispute regardless of amount
Vividly reserves the right to audit expenses to ensure good faith expense submission is met
All tracking of disputes will be done within Google Sheets and access will be provided to the Customer
Vividly works 8AM-5PM PST
Vividly is not responsible for any fees that the Customer may incur to activate a customer portal login
For BRS non-deduction reconciliation Customers, all assignment documentation will be done using the Google Sheet collaborative planning guide and access will be provided to Customer
No travel is included as a part of this SOW. Should travel be required and mutually agreed upon by both parties, a change order per “Exhibit A” on the Vividly Order Form will be required.
See below for an estimated project timeline. Project full details and timing will vary based on the return of information from Customer. A Customer-specific project plan and timeline will be finalized with the Services Consultant during project kickoff.
The project will require the coordination of several resources across the organization. The following is a typical outline from the Customer team.
Vividly will provide the resources listed below to assist with delivering the items listed under Section 2. The resources will provide Services to the Customer.
9.1. KEY CONTACTS
9.2. FEE PRICING
The Services described in this SOW will be provided on a fee basis. The total fee for all Services hereunder is listed in the accompanying Order.
The term of this SOW commences on the SOW Effective Date and will continue as outlined in the accompanying Order Form, Section 1, Terms.
This SOW may only be amended or modified by change orders mutually agreed to by and between the Parties in a form substantially similar to Exhibit A (on the Vividly Order Form) Template linked hereto (“Change Order”). All Change Orders will be subject to the same terms and conditions of this SOW. In the event that Customer wishes to amend or modify this SOW, Customer will notify Vividly in writing of its intention to enter into a Change Order by sending to Vividly a draft Change Order completed with as much detail as reasonably necessary.
12.1 Subject to Section 12.2, Customer will own exclusively all right, title and interest in and to all deliverables listed herein, whether completed or works-in-progress (“Deliverables”). All Deliverables, in whole and in part, will be deemed “works made for hire” of Customer for all purposes of copyright law, and the copyright will belong solely to Customer. To the extent that any such Deliverables do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and/or to the extent that Deliverables include materials subject to copyright, patent, trade secret or other proprietary right protection anywhere in the world, Vividly hereby irrevocably assigns and will assign to Customer all right, title and interest that Vividly may have or be deemed to have in and to any and all Deliverables and all intellectual property rights therein.
12.2 Notwithstanding Section 12.1 above, Deliverables that are owned by Customer expressly exclude: (i) Vividly’s pre-existing software, inventions, copyrights, patents, trade secrets, trademarks and other proprietary rights, including ideas, concepts and know-how of Vividly that existed before the commencement of the Professional Services and that are included in the Deliverables or that are developed outside the scope of Professional Services provided to Customer and independently of the parties’ relationship (collectively, the “Vividly Materials”); and/or (ii) any third party materials that are separately identified (“Third-Party Materials”). Vividly hereby grants to Customer a non-exclusive, worldwide, perpetual (without regard to any termination or expiration of this SOW), irrevocable, fully paid, royalty-free, sublicensable license to use the Vividly Materials and any Third-Party Materials to the extent they are included in, and as necessary to use and exploit, the Deliverables.