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BetterCloud Custom Integration Services

Statement of Work

1. PROJECT SUMMARY

This Statement of Work (“SOW”) is issued under and subject to the terms and conditions of the Master Subscription Agreement entered into between the customer executing an Order Form (“You”) and BetterCloud, Inc. (“We” or “Us” or “Ours”) for the purchase of professional services from Us (the “Agreement”). This SOW describes the professional services (the “Professional Services”) that We will provide to You under the Custom Integration Service to ensure a successful implementation and configuration of the applicable BetterCloud Software as a Service (“SaaS”) product(s) purchased by You as part of the Purchased Services (such SaaS product(s) referred to herein as the “BetterCloud Platform”). All capitalized terms not defined in this SOW shall have the meaning assigned to them in the Agreement.

Our Expert Advisory Group will technically configure the BetterCloud Platform, while also providing consultation and advisory services. We may provide Implementation Specialists and project management resources to collaborate with You through a series of virtual workshops to ensure the successful completion of the Starter Launch Package.
 

2. PROJECT SCOPE

The scope of the Professional Services involves the creation of the custom API Integrations (as defined below) and respective actions (each an “Custom Integration”) set forth in the Custom Integration Services Addendum to the SOW, appended to the Order Form, for the Professional Services.
 

3. OUT OF SCOPE

The following activities are outside of the scope of this SOW:

  • Configuration, customization, or development of target applications
  • Privileged user training
  • Additional custom requirements
  • Product functionality not available to Customer as part of Purchased Services
  • Functionality considered to be roadmap, or Beta Services

4. PROJECT MANAGEMENT

Communication
You will designate a project manager and technical contact person, whose contact information will be documented.

Working Hours
We will provide the Professional Services during Our regular business hours (9:00AM to 6:00PM Eastern time), Monday through Friday, excluding holidays (“Business Hours”).

Acceptance
We will be deemed to have completed the applicable Custom Integration on the date (the “Delivery Date”) that We provide notice (via e-mail) to Your project manager that the applicable Custom Integration has been completed. You will have a period of ten (10) days after the Delivery Date (the “Testing Period”) to determine whether applicable Custom Integration conforms in all material respects to the specifications set forth in Section 2, subject to the terms herein. If, during the Testing Period, You provide Us with written notice, describing with particularity, any material errors, defects or non-conformities that it discovers, We will correct the same in such time and manner as is reasonable under the circumstances. Thereafter, delivery and testing will proceed as set forth in the immediately preceding sentences for as many times as necessary to achieve Your final acceptance (“Acceptance”), with the exception that the Testing Period will be limited to five (5) days for each subsequent cycle of acceptance tests. Acceptance will be deemed to occur if You give Us written notice of its acceptance, or if You fail to give written notice of any errors, defects or non-conformities within the applicable Testing Period. The date on which Acceptance occurs is the “Acceptance Date.”

Cancellation
If You wish to cancel a working session with Us, You must notify Us in writing at least two (2) business days in advance of the applicable session. If a session is cancelled with less than the required notice, or if Your project manager or technical contact fails to attend a session, We reserve the right to deem such project milestone complete and will have no further obligation with respect to such milestone.

Scope Changes
Any changes to the scope as set forth in this SOW must be mutually-agreed in writing and signed by both You and Us. Based on the scope of this project, We are able to estimate the time, resource needs and costs of the project. If the scope increases at any point during the delivery of the project, We may have to dedicate additional time and resources to the project, resulting in an additional cost to You. If a change to the project scope is requested by You during delivery of the project and such change is accepted by Us, We will provide You with a time and cost estimate for the additional project scope.
 

5. API INTEGRATIONS

“API Integrations” means the systematic interactions between Non-BetterCloud Applications and the Services that are developed through the BetterCloud API by You, by Us for You under the applicable SOW or by an API Partner for You.

The following sections of the API Services & License Agreement (available at https://www.bettercloud.com/api-agreement/) will apply to this SOW: Sections 2, 3.2, 3.3, 3.3, 3.4, 5, 6, 7, and 8.

Following the Acceptance Date of each applicable Custom Integration, BetterCloud shall have no obligation to provide support or technical assistance for the applicable API Integration created hereunder.
 

6. YOUR OBLIGATIONS

You hereby agree to fulfill all of the below obligations (collectively, the “Your Obligations”):

  • Your project manager and/or technical contact will actively attend and participate in all sessions where Your representation is needed, including paired programming and testing sessions if required.
  • You will make available all necessary stakeholders and identify internal escalation to ensure appropriate planning and completion of the project.
  • You will complete all detailed technical documentation, as to be defined in the project kickoff meeting.
  • You will maintain all necessary administrative permissions to install and connect the necessary applications to the BetterCloud Platform.
  • You will enable Us to develop and test the integration against the applicable target or in-scope application(s) (e.g., procure a license to the applicable application), if required by Us.
  • You will collaborate with Us to define project plan and management of actual project.
  • You will provide accurate information as necessary for project planning and configuration of the BetterCloud Platform.
  • You will provide all necessary communication and training to internal users.

7. SOW ASSUMPTIONS

This SOW is subject to the following assumptions:

  • Any service or activity not specifically included in this SOW is considered to be outside of the scope of this engagement.
  • Unless documented on the applicable Order Form, all activities within the scope of this SOW will be delivered remotely and during Our Business Hours.
  • We and You will work together in good faith to resolve any project issues quickly.
  • Our ability to deliver on project scope is conditioned on Your fulfillment of Your Obligations. If You fail to fulfill any of Your Obligations within ten (10) business days after We provide notice of same, We may terminate this SOW immediately upon notice to You and We will have no further obligations under this SOW. Should We terminate this SOW, all fees paid or payable hereunder shall be considered earned in full and any Professional Services listed in this SOW not completed will be forfeited. Any and all Professional Services to be performed by Us following termination of this SOW will require You to send a written request to Us seeking re-engagement and will require the execution of a new SOW.
  • Our ability to deliver the Project Scope is conditioned on the documentation, features and capabilities of the APIs of the in-scope Applications and the availability of an authentication mechanism supported by the BetterCloud Platform. If BetterCloud reasonably determines it cannot complete a Custom Integration, the parties agree to cooperate with each other in good faith to find a suitable alternative Custom Integration.
  • Scheduling for the Professional Services to be provided hereunder will be mutually agreed upon by You and Us.

8. FEES AND EXPENSES

All Professional Services described in this SOW will be provided on a fixed fee basis. You will pay Us the fees set forth in the applicable Order Form. Fees will be invoiced upon the execution of the applicable Order Form and will be due in accordance with the terms of the Agreement, unless otherwise set forth on the Order Form.

The Professional Services set forth herein will be conducted remotely. If You and Us mutually agree to receive and provide, respectively, any services onsite at Your office, You will be responsible for reimbursing Us for Our reasonable travel expenses within thirty (30) days after Your receipt of Our invoice.

You must request commencement of the Professional Services hereunder before the earlier of: a) three (3) months from the date of execution of the applicable Order Form, or b) the expiration of the Subscription Term as set forth on the applicable Order Form. Once the Professional Services covered in this SOW are commenced, all Customer Sessions hereunder must be scheduled to be delivered within forty-five (45) days from the initial project kickoff meeting (the “SOW Term”). If project delays are incurred due to Your failure to meet Your Obligations, this SOW will expire at the end of the SOW Term and We will be relieved of any further obligations to deliver Professional Services that have not been completed under the SOW. No refunds or credits will be provided for any such Professional Services not provided.