Statement of Work
Deductions Reconciliation Service

Last updated: November 23, 2022

This Statement of Work (“SOW”) is dated as of the Effective Date of the Order Form attached 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

Deductions Reconciliation Service (DRS): This covers all distributors and retailers. Upon receipt of the check remittance from the Customer, the Vividly service team will begin reconciling the deduction invoices listed within the check receipt against promotions planned within Vividly. Vividly will provide the Vividly line key as the validation criteria that reconciliation occurred. If no line key is provided, Vividly will flag it as either (1) Sales Review which warrants additional input from the Customer, (2) Dispute - collection which warrants Vividly to dispute unauthorized expense, (3) Dispute - missing criteria which requires Vividly to file missing deduction invoice backup.

2. Scope of Work

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

2.1 INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES - IMPLEMENTATION

  • DRS

    • Complete survey for Vividly team to understand current reconciliation process

    • 60-minute kick off call, led by Vividly, to review action items requested from Customer

      • Customer to provide complete access to AR (accounts receivable) inbox

      • 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

      • Customer to walk through the current reconciliation process for 1 distributor/retailer of their choosing. Vividly may request additional walk-throughs as needed

      • Customer to ensure promotion contracts are attached in Vividly to specific promotions for validation purposes

      • Customer to provide primary and secondary contact information for escalation when needed

      • Customer to allow Vividly full access to broker network by providing introductions via e-mail


2.2. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES – GO LIVE

  • DRS

    • Customer to provide timely, auto-forwarding of check receipts to Vividly Services team

    • Vividly will perform reconciliation outside of the Vividly platform in a schedule for easy tracking purposes

    • 1 week turnaround of reconciled deductions based on check receipt posting date within the bank

    • Weekly expense uploads in Vividly - Business - Deduction Spend

    • Full visibility granted of Vividly schedule of deduction invoices in queue, flagged sales review, flagged dispute - collection, flagged dispute - missing criteria, fully reconciled

    • Bimonthly status update of status: in queue, flagged sales review, flagged dispute - collection, flagged dispute - missing criteria, fully reconciled

      • Includes reporting of days deductions outstanding


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):

DRS

  • Vividly will not validate off invoice allowances taken on purchase order which are expensed at time of invoice

  • Vividly will not validate terms discount allowances taken as a direct reduction of cash receivable and applied during cash application

  • Vividly will not upload off invoice expenses within Vividly come month-end

  • Vividly will not upload terms discount expenses within Vividly come month-end

  • Vividly will not enter promotions on your behalf, support with cash application, or perform any month-end accrual processes

  • Vividly will not authorize bill pay transactions 

  • After 30 days from the check receipt date of pursuing missing deduction backup, Vividly will cease followup. Vividly will communicate with the Customer to ensure visibility into these deductions; if backup is supplied, Vividly will complete clearing process

  • 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

  • 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:

3.1. PROJECT MANAGEMENT

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

  • Report bimonthly on deduction management status

3.2. TRAINING

  • 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:

4.1. PROJECT MANAGEMENT

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

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 upon onboarding completion

4.4. TRAINING

  • Ensure users participate in onboarding and recurring meetings, when applicable

5.  Assumptions

  • Implementation takes eight (8) hours to complete for DRS

  • 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

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.

DESCRIPTION
ESTIMATED COMPLETION DATE
Project kickoff
Within one week of signature
Onboarding configuration complete & go live commences
As outlined in Order Form - Go Live Date

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:

RESOURCE
DUTIES
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. 

RESOURCE
DUTIES
Sr Deductions Analyst
Oversees DRS 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 DRS 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.

9. Key Contacts and Pricing

9.1. KEY CONTACTS

VIVIDLY
 
Vividly Services Team
services@govividly.com
CUSTOMER
 
Name as outlined in the Order or MSA
Contact as outlined in the Order or MSA


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.

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 attached 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.