Statement of Work
Backup Retrieval Services

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.

1. Services Overview

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.

2. Scope of Work

The following Services are included in scope during implementation of the Vividly platform:


  • BRS

    • 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

        • UNFI

        • KEHE

        • DPI Speciality Foods

        • DOT Foods

        • Kroger

        • Adusa & Stop & Shop

        • Publix

        • Amazon

        • Albertsons/Safeway

        • Walmart/ Sams Club

        • HEB

        • C&S Wholesale

      • Understanding of primary and secondary customer contacts for backup questions in times of need

      • Retroactive pull of 1 month of backup, when agreed upon between Customer and Vividly, 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


  • BRS

    • 2 business day turnaround time of downloading and uploading of deduction invoices

    • Monthly email update

The following items are not included in the 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

  • Assignment of Backup Source and Promotion Type within Backups and/or Transaction Profile

  • Any item not specifically listed in scope for this SOW

3. Consulting Services

Following Vividly’s proven implementation methodology, Vividly will provide the following Consulting Services:


  • Schedule and facilitate meetings with key stakeholders and internal Customer teams when needed

  • Report bimonthly on BRS status


  • Admin/Manager training on the use and general management of the platform

4. Customer Responsibilities

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:


  • Provide Stakeholders or Subject Matter Experts from each team for the following areas:
    - Backup Retrieval


  • 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


  • 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

5.  Assumptions

  • Implementation takes three (3) hours to complete for BRS

  • 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

  • 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

6. Travel

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.

7. Estimated Project Timeline

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.

Project kickoff
Within one week of signature
Onboarding configuration complete & go live commences
2 weeks post kickoff

8. Project Roles and Responsibilities

The project will require the coordination of several resources across the organization. The following is a typical outline from the Customer team.

Customer Team:

IT Admin
Responsible for e-mail access as well as the integration between AR inbox and Vividly
Accounts Receivable (AR) Manager 
Oversight of the entire project. Owns the timelines, alignment of stakeholders, and enablement of the Customer team

Vividly 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. 

Sr Deductions Analyst
Oversees BRS implementation & execution, leads initial kickoff, weekly meetings (when applicable). Provides consulting on best practices, change management, and guidance for overall success for go-live. Provides office-hours post launch if needed.
Head of Services
Oversees DCS implementation & execution, leads initial kickoff, and weekly meetings (when applicable). Provides consulting on best practices, change management, and guidance for overall success for go-live. Provides office-hours post launch if needed.

9. Key Contacts and Pricing


Vividly Services Team
Name as outlined in the Order or MSA
Contact as outlined in the Order or MSA


The Services described in this SOW will be provided on a fee basis. The total fee for all Services here under 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.

BRS Services are priced based on the number of backup sources managed. As an example, one retailer = one backup source and one distributor = one backup source. If customer is working with just one retailer and one distributor from which we must pull backup, that = two sources.

Vividly pricing will be audited semi-annually and on a per use basis and pricing will increase or decrease based on the number of backup sources from which Vividly must pull files. When pricing changes are required, the changes will be applied to the next applicable billing cycle.

10. Modifications

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.

11. Customer Authorization

This SOW and any Change Orders may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The parties will be bound by signatures on any Change Orders to this SOW, which are transmitted by mail, and/or email to the other party or, if applicable, counsel of record for the other party. Such signatures will have the same binding effect as any original signature.

Customer Contact Information
As outlined in the Order or MSA
Company Contact Information
Vividly Inc.
16949 N Eldridge Pkwy Ste 770 PMB 500 Tomball, TX 77377

12. Ownership

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.

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