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.
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.
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 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
DPI Speciality Foods
Adusa & Stop & Shop
Walmart/ Sams Club
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
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):
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
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
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:
- 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
Ensure users participate in onboarding and recurring meetings, when applicable
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
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 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.
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.