Statement of Work (SOW)

This Statement of Work is made and entered into as of the Effective Date of the Master Subscription Agreement by and between the Client and Optimove for the provision of the Services to Client and forms an integral part thereof (the “SOW” and “Agreement” respectively). The Client and Optimove acknowledge and agree that the provisions of the Agreement shall apply to this SOW as though such provisions were set forth herein in their entirety. All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Agreement. If there are any conflicts between the terms of the SOW and the Agreement, the terms of the SOW shall prevail.

Project Overview

This SOW outlines the tasks, milestones, responsibilities, and timelines for the initial onboarding implementation of the Services as provided in the applicable Order Form. For the avoidance of doubt, the services provided under this SOW are included under the Implementation Fee set forth in the Order Form, and the implementation under this SOW shall commence only upon Optimove’s receipt of such Implementation Fee. Any additional services not provided herein shall be scoped and charged separately as Professional Services, subject to mutual written consent.

1. Orchestrate/Engage Implementation

This implementation shall apply in the event that Client purchases Orchestrate or Engage Services in the applicable Order Form.

1.1. Scope of Implementation

The implementation includes the configuration and onboarding of the System in accordance with the Agreement and applicable Order Form. The scope of implementation is limited to the items set forth below and shall only apply once during the onboarding of the System.

For purposes of this SOW, “Full Batch Data Set” means the Customers Table together with all additional batch data tables required under Optimove’s Recommended Schema (as defined in the Required Data Tables Per Vertical here, hereinafter: Optimove’s Recommended Schema”), including historical data where available and excluding custom data elements unless otherwise agreed in writing between the Parties.

In Scope:

1. System Access Setup: Initial configuration of user roles and permissions within the System.

2. Batch Data Integration: Loading and validation of the Customers Table and Full Batch Data Set in accordance with Optimove’s Recommended Schema.

- Data QA: Conducting iterative quality assurance reviews on data delivered by Client until Data QA Finalization.

3. Real-Time Data Integration: Support for implementation of real-time / streaming data integrations via Optimove’s APIs and/or SDKs. 

- Engagement Channel Configuration (as applicable in the applicable Order Form): Implementation and Support for configuration of engagement channels included in the applicable Order Form.

- Solution Engineering: Technical guidance and support in utilizing the System’s APIs and capabilities to achieve Client’s agreed requirements and supported use cases.

- IP Warmup (as applicable in the applicable Order Form): IP warmup planning, support and execution.

Out of Scope

- Custom Development: Any Custom software development or bespoke integrations not included in the applicable Order Form.

- Integration with Unspecified Systems: Third-party contracts, licensing, or configuration work required by external vendors. Only the systems and channels explicitly mentioned in the SOW are covered.

- Configuration or implementation work within Client’s infrastructure: except for guidance and support.

- Additional Custom Data Requests: Any custom data requests outside of the 30 hours as specified in section 2.

The implementation scope is dependent upon Client’s timely fulfillment of its obligations, including provision of accurate data, completion of required configurations, and cooperation of any relevant third parties.

 

1.2. Implementation - Milestones and Timelines

The implementation shall include the following milestones. 

#

Milestone

Optimove Responsibilities

Client Responsibilities

Estimated Timelines*

  1.  

Kickoff & System Access

Completion of project kickoff and provision of administrative access to the System

  • Conduct Kickoff Meeting

  • Provide project structure and governance plan

  • Configure System access for designated Admin user (upon receipt of required details and/or documentation)

 

  • Provide availability for Kickoff Meeting

  • Submit required details and/or documentation necessary for System configuration and access

3 business days from Effective Date, assuming: 

  • Client availability for kickoff meeting

  • Receipt of required details and/or documentation for System access provisioning

  1.  

Soft Launch (Optional)

 

The System is operational for basic segmentation and campaign execution through the configured engagement channel  

 

This includes:

  1. The Customers Table successfully loaded into the System following Data QA Finalization**; and

  2. At least one operational engagement channel

  • Perform validation and QA of the Customers Table   

  • Load Customers Table into the System.

  • Support configuration of engagement channels and real-time data integrations (when applicable).

  • Deliver Customers Table in accordance with Optimove’s Recommended Schema

  • Address QA feedback and make any required adjustments to the data in a timely manner

  • Submit required configuration forms and/or details

  • Complete required configurations for selected channel and real-time data when applicable

2-4 weeks from Kickoff, assuming:

  • Delivery of the Customers Table within the first week following Kickoff

  • Data provided in accordance with Optimove’s Recommended Schema

  • Timely responses by Client to QA feedback and configuration requirements

  1.  

Full Launch 

 

The System is operational with the Full Batch Data Set available for advanced segmentation, reporting and campaign execution through the configured engagement channels. 

 

This includes: 

  1. Completion of QA and Data QA Finalization** of the Full Batch Data Set***

  2. Mapping and configuration of Optimove’s standard out-of-the-box attributes and data points****; and

  3. Configuration of automated batch data updates for the Full Batch Data Set in accordance with the agreed data structure

  • Conduct validation and QA of the Full Batch Data Set   

  • Confirm Data QA Finalization of the Full Batch Data Set

  • Configure data models, ETL processes and perform site load in accordance with the Recommended Schema.

  • Support configuration of engagement channels and integrations as applicable in the Order Form.

  • Deliver the Full Batch Data Set in accordance with Optimove’s Recommended Schema, including historical data where applicable.

  • Address QA feedback and make required data adjustments in a timely manner.

  • Implement and maintain automated batch data updates in accordance with the agreed data structure.

  • Complete required configurations and technical implementations for engagement channels and integrations included in the applicable Order Form.

8–12 weeks from Kickoff, assuming: 

  • Delivery of the Full Batch Data Set (including historical data where applicable) within 2-3 weeks from kickoff

  • Data provided in accordance with Optimove’s Recommended Schema

  • Timely resolution of QA feedback

  • Implementation of required automated batch updates

  • Timely completion of Client-side integration and configuration responsibilities

  1.  

Transition to Business-As-Usual (BAU)

 

Achieved upon completion of Full Launch and the conclusion of a four (4) week post–Full Launch transition period.

  • Provide coordination and support to facilitate submission of change requests

  • Implement data customization requests with the scope of up to 30 Change Request (CR) hours (implementation time will be scoped upon receipt of the request). 

  • Support configuration of engagement channels and integrations as applicable in the Order Form

  • When needed, submit data customization and change requests using the standard request process and forms

4 weeks from Full Launch

 

General Implementation Responsibilities

  • Lead implementation, governance and coordination

  • Provide guidance on schema alignment and integration requirements

  • Configure System per agreed scope

  • Assign appropriate stakeholders

  • Perform required technical implementations within its infrastructure

  • Provide required data, forms and third-party coordination

 

 

*All estimated timelines set forth above are conditional upon Client’s timely fulfillment of its obligations, including provision of complete and accurate data, completion of required configurations, and cooperation of relevant third parties. Any delay in Client obligations may proportionally extend milestone timelines. Without derogating from the foregoing, Optimove shall adhere to the following implementation timelines:

a) QA feedback: up to 5 business days per iteration. Full Data QA shall be limited to four (4) QA iterations unless otherwise agreed in writing.

b) Customers Table data load: up to 5 business days following Data QA Finalization.

c) Site load with Full Batch Data Set: up to 4 weeks following Data QA Finalization.

d) Channel configuration: up to 3 business days from receipt of required configuration details (subject to Client-side implementation)

 

**Data QA Finalization will be reached upon confirmation that the delivered data meets the Optimove’s Recommended Schema and validation requirements, and Client approval or sanity check or data volumes. 

***Full Batch Data Set shall include all transactional, activity and additional tables defined in the Optimove’s Recommended Schema. For the avoidance of doubt, where historical data exists, such historical data shall be included as part of the Full Batch Data Set. In "cold start" scenarios where no historical data exists, Client shall provide the required structure, samples (as applicable), and schema alignment for validation purposes.

****Excluding custom data points unless otherwise agreed in writing between the Parties

 

Implementation Provisions

  1. Real-time / streaming data configuration is recommended to be implemented early in the implementation to maximize value and may be included as part of Soft Launch, at Client’s discretion. It is not a prerequisite for achieving this milestone.

  2. The Parties acknowledge that engagement channels and integrations included in the applicable Order Form are expected to be implemented during the Full Launch and Transition to BAU phases in parallel with onboarding of the Full Batch Data Set. Client shall use reasonable efforts to complete required actions for such channels and integrations during this period. However, if Client elects to delay or defer implementation of any such channel or integration, or fails to complete required actions within its responsibility, such delay or deferral shall not, in and of itself, prevent achievement of the Full Launch milestone.

  3. Where IP Warmup services are included in the applicable Order Form, such services shall be performed in accordance with Optimove’s best practices and are dependent upon Client’s completion of required Optimail configurations and data readiness. Timeline for IP Warmup may vary based on sending volume and reputation considerations. 

  4. Unless otherwise specified in the applicable Order Form, Client shall be entitled to up to thirty (30) Change Request (CR) hours. Such CR hours may be utilized during this transition period or thereafter in BAU, in accordance with the Agreement.

  5. For the avoidance of doubt, Optimove shall continue to provide integration and technical support in accordance with the Agreement and applicable service terms following transition to BAU.

2. Personalize Implementation

This implementation shall apply in the event that Client purchases Personalize Services in the applicable Order Form.

2.1. Scope of Implementation

The Personalize implementation includes configuration and enablement of the Personalize product in accordance with the applicable Order Form (Including where relevant Smart Search, Smart Content & Smart Campaign).

Implementation is dependent upon Client’s timely fulfillment of its obligations, including provision of required data, completion of technical implementations within Client’s infrastructure, and cooperation of any relevant third parties.

2.2. Implementation Milestones and Timelines

The implementation shall include the following milestones. 

#

Milestone

Optimove Responsibilities

Client Responsibilities

Estimated Timeline

  1.  

Initial Setup & Access

  • Configure and provision system access per Client’s brands.

  • Provide documentation outlining required data formats and integration methods.

  • Submit required request forms and configuration details including brand information where relevant

  • Assign technical resources for integration

Up to 3 business days (per brand) from receipt of required Form and details

  1.  

Data Integration & Validation

The below activities related to data integration shall commence only upon Client’s delivery of the required data in accordance with Optimove documentation:

  • Review and validate inventory, and real-time data delivered by Client.

  • Provide iterative feedback regarding structure and format.

  • Confirm Data Validation once data meets required specifications.

  • Implement SDK and/or API integrations required for real-time data transmission in accordance with Optimove documentation.

  • Deliver required inventory, real-time data strictly through the supported APIs, SDKs and integration mechanisms made available by Optimove and in accordance with Optimove documentation.

  • Correct issues identified during validation.

  • Maintain ongoing data transmission in the agreed structure and format.

6–8 weeks from Client’s delivery of required data, subject to data quality and timely resolution of validation findings.

  1.  

Model Configuration & Activation

  • Configuring the applicable products’ modules per Optimove best practices.

  • Modules’ functionality relies on the scope of data delivered in step 2.

  1.  

2 weeks per module or use case, following successful completion of Data Integration & Validation

  1.  

Transition to BAU

  • Provide support for testing, stabilization and initial deployment activities.

  • Provide guidance regarding widget and placement configuration during the transition period.

  • Participate in testing and validation activities

  • Set up relevant consumption of modules’ outcomes by means of APIs, Widgets (via product UI), embedding of code snippets in Client’s app, banners, etc.

Two (2) weeks from Model Activation. 

Implementation Provisions

  1. Personalize functionality is dependent on sufficient data quality, structure and volume.

  2. Completion of Personalize implementation and activation of applicable modules is dependent upon Client’s timely completion of required integrations, SDK implementations, API usage, embedding of assets and other technical configurations within Client’s digital properties. Optimove shall not be responsible for delays or incomplete functionality resulting from Client’s failure to complete such implementations.

  3. Optimove does not guarantee specific performance outcomes, revenue impact or conversion improvements.

  4. Availability of specific modules or capabilities is limited to those listed in the applicable Order Form. If no specific modules or use cases are listed in the applicable Order Form, the default scope shall include configuration of one (1) module or use case. Additional modules or use cases may be added subject to mutual agreement and applicable fees.

  5. Product capabilities may evolve over time in accordance with Optimove’s product roadmap.

  6. Optimove’s support shall be limited to consulting, solution engineering guidance, testing assistance and provision of technical information and best practices. Optimove shall not perform implementation activities within Client’s infrastructure and shall not be responsible or accountable for any configurations, settings, code implementations or infrastructure components within Client’s or any third party’s environment.

3. Change Management

Any changes to the scope, deliverables, or timelines must be formally requested and approved by both Parties. This may involve an assessment of the impact on the overall project and additional costs or time adjustments.

Annex A – Detailed Description of Scope of Work

Data Ingestion

Batch Data Integration.

Batch Data Integration shall commence upon Client delivering the Customers Table and Full Batch Data Set to Optimove in accordance with Optimove’s Recommended Schema and via one of the supported data delivery methods described in Optimove documentation, and when such data is deemed to be in an acceptable condition as determined by Optimove in its sole discretion.

Client shall provide Optimove with access to relevant data source(s), schema definitions and historical data (where available, otherwise relevant data samples). Any new data connection or access method requiring bespoke development shall be separately scoped, estimated and subject to additional fees and timelines.

Where Client’s data is held or managed by a third party (including where such third party has a direct relationship with Optimove), Client shall remain solely responsible for ensuring that such third party:
(i) provides the applicable data to Optimove; and
(ii) fully cooperates in connection with implementation tasks.

Optimove shall not be responsible for delays caused by such third parties.

Upon delivery or access to Client data, Optimove shall perform Data QA and provide feedback. This process may be iterative. Client shall update or correct data as required until Data QA Finalization is achieved.

Client is responsible for establishing and maintaining automated batch data updates in accordance with the agreed structure confirmed during Data QA Finalization.

Real-Time / Streaming Data Set Up

Real-time data integration is performed by Client through Optimove’s APIs and/or SDKs.

Optimove shall provide reasonable technical guidance and support regarding implementation requirements, setup and testing procedures.

All configurations, development work, SDK implementation, API calls, infrastructure changes and deployment activities required to enable real-time data transmission are the sole responsibility of Client.

Optimove shall not be responsible for any configurations, settings, code implementations or infrastructure components within Client’s or any third party’s environment.

Optimove shall not be responsible for delays, data transmission failures, or operational issues resulting from Client’s infrastructure, third-party systems, or modifications to external APIs.

Engagement Channels and Integrations Set Up 

Optimove Native Channels 

Configuration of Optimove Native Channels (as listed in the applicable Order Form) shall commence upon Client providing all required information and configuration details.

Completion of channel setup may require configurations and implementations within Client’s infrastructure, including but not limited to DNS records, SSL certificates, SDK embedding in web or mobile applications, API implementations, and related technical adjustments.

Where applicable, completion of channel setup may also require Client to enter into and maintain commercial agreements with third-party service providers or aggregators (e.g., SMS providers) integrated with Optimove Native Channels.

Optimove shall provide technical guidance and support in connection with configuration and testing. However, all implementations, infrastructure configurations and third-party engagements required for channel setup remain the sole responsibility of Client.

Optimove shall not be responsible for any loss or damage incurred by Client arising from or related to Client’s or any third party’s systems, infrastructure, configurations or implementations, including but not limited to modifications to third-party systems or APIs, failures in DNS, SSL or SDK implementations, or delays in third-party cooperation.

Optimove OOTB Integrated Channels

Optimove may support integrations with certain third-party providers as documented in Optimove’s technical documentation (“OOTB Integrated Channels”).

Availability and continued support of any OOTB Integrated Channel is subject to the third-party provider’s systems, APIs and cooperation, and may be modified, limited or discontinued at Optimove’s or third-party’s discretion.

Client is responsible for completing any required configurations, contractual arrangements, approvals or technical setup required by the applicable third-party provider.

Optimove shall enable and configure the integration within the System based on information provided by Client. However, Optimove shall not be responsible for the availability, functionality, performance, or continued support of any third-party systems or services, including but not limited to changes made by such third parties to their APIs, infrastructure or commercial terms.

Promotion API & Third-Party / Custom API Integrations

Optimove may make available certain APIs that enable integration with Client’s promotion systems or third-party engagement channels (“API Integrations”).

Such integrations are performed by Client using Optimove’s APIs, SDKs and documentation. Optimove shall provide reasonable technical guidance and support upon request. All design, development, implementation, configuration and testing activities required to enable such integrations within Client’s infrastructure or third-party systems shall be the sole responsibility of Client.

Optimove shall not be responsible for the performance, availability or functionality of Client’s or any third party’s systems, or for any modifications made by Client or third parties to such systems.

 

OptiPromo 

In the event that Client purchases OptiPromo in the applicable Order Form, Optimove shall enable the relevant features within the System.

Client shall be solely responsible for defining and configuring the promotion logic within the System, including without limitation promotion structure, eligibility criteria, tiering, business rules, budgets and related parameters, in accordance with Optimove documentation.

Client shall further be responsible for implementing and configuring OptiPromo, including required API integrations, real-time flows, configuration within the System UI, and any related technical setup within Client’s infrastructure.

OptiPromo functionality may depend on Client’s promotion systems, bonus engines or other third-party systems. Optimove shall not be responsible for the availability, performance, or proper functioning of such systems.

Optimove shall provide reasonable technical guidance and support. Optimove shall not perform implementation activities within Client’s infrastructure and shall not be responsible for Client-side configurations, integrations, or third-party systems.

Gamify

In the event that Client purchases Gamify in the applicable Order Form, Optimove shall enable the relevant functionality within the System.

Client shall be responsible for implementing required integrations (including real-time promotion system integration and streaming the required real-time events), configuring games within the System UI, and embedding or deploying any required scripts or assets within Client’s digital properties or infrastructure.

Optimove shall provide reasonable technical guidance and support. All implementation and configuration activities within Client’s infrastructure remain the sole responsibility of Client.