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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”).
Cash Application: The Customer will leverage Vividly’s backup file retrieval from all retailer/wholesale portals, email threads, and other sources where files are stored to allow the Customer to apply incoming payments to outstanding invoices or accounts receivable.
The following is included in scope during implementation of the Vividly platform:
2.1. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES - IMPLEMENTATION
60-minute kick-off call, led by Vividly, to review the Cash Application Module
Customer to provide timely, auto-forwarding of e-mail and paper check receipts along with corresponding backup documentation to Vividly, when applicable
Full visibility granted of Vividly missing backup
Understanding of primary and secondary contacts for backup questions in times of need
Retroactive pull of 1 month of remits, when agreed upon between Customer and Vividly, see Exhibit B on the Vividly Order Form for further detail
Customer to walk through the current backup process for 1 distributor/retailer of their choosing. Vividly may request additional walk-throughs as needed
If the Customer's accounting system or ERP is integrated with Vividly via API, payments will be automatically uploaded to Vividly
In the absence of such integration, the Customer is responsible for manually uploading payments to Vividly
2.2. INCLUDED IN SCOPE - HIGH LEVEL ATTRIBUTES – GO LIVE
BRS
2 business day turnaround time of downloading and uploading of deduction invoices and remits for supported check remits
7 business day turnaround time of downloading and uploading of deduction invoices and remits for unsupported check remits
Customer responsible for attaching check remit to payment and performing Vividly’s deduction scanning technology to parse the data
At times, Vividly’s deduction scanning technology may not be available for the check remit. At this time, the Customer will e-mail support@govividly.com to assist, when needed
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 items listed here or in the Ala Carte Menu, a scoping discussion will be needed (See “Exhibit B” on the Vividly Order Form for Ala Carte Menu):
If the Customer is not subscribed to the appropriate tier, Vividly will not request missing deduction invoice backup on the Customer’s behalf
Vividly will not log into the Customer’s bank
Vividly will not reconcile Customer’s accounting system against Vividly
Vividly does not import open invoices that need to be paid nor does Vividly manually export
Downloading and saving of terms discount deduction backup
The Customer is responsible for troubleshooting accounting system integration errors, when applicable
Deduction Backup Retrieval is not supported if not included in the Order Form
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
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
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:
- Cash Application
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
4.4. TRAINING
Ensure users participate in onboarding and recurring meetings, when applicable
Implementation takes 4-8 weeks to complete for Cash Application
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 excluding U.S. holidays
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.
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.
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.
Vividly reserves the right to revise and update this Statement of Work (SOW) at our sole discretion. Any changes will become effective immediately upon posting and will apply to all subsequent access to and use of the Website, referred to as Vividly. By continuing to use the Website after such revisions are posted, the Customer acknowledges and agrees to the updated terms. The Customer is responsible for reviewing this page each time accessing the Website in order to stay informed of any changes, as those changes will be binding upon you, the Customer.
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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