SMB Order Form

ORDER FORM

This Order Form (“Order Form”) is entered into and made effective as of the ________ day of ______________, 20__ (“Order Form Effective Date”) by and between ____________________________________, with an office at ______________________________________________________ (“Client”) and One10 LLC (“Company”) and is made pursuant to the Services Agreement located https://one10marketing.com/performx-terms-of-use/ (the “Agreement”), which shall be incorporated herein by reference.  Client acknowledges and agrees that Client has read, understands and agrees to the terms and conditions set forth in the Agreement and in this Order Form.
Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Agreement.  If the terms and/or conditions of this Order Form conflict with the terms and/or conditions of the Agreement, or with any other order form, the terms and/or conditions of this Order Form will control (unless otherwise expressly provided herein or in the Agreement) solely with respect to the Services described herein.

  1.         Services and Pricing.

(a) PerformX™ Subscription: For the Subscription Term (as defined below), Client will receive platform maintenance, access to an unlimited user count, automatic security updates, bug fixes, product template updates, version enhancements, localization, and global-ready catalog.
(b) The set up and configuration Services shall commence on or about the Order Form Effective Date, or as otherwise mutually agreed by the parties. The initial set up and configuration includes two (2) one-hour sessions of virtual web-based training.
Configuration details will be determined based upon a PerformX configuration form completed by Client and provided to Company.  Client acknowledges that any subsequent modifications to such configuration may result in additional charges. 
(c)        Rewards and Redemption: Unless otherwise stated, rewards will be redeemed through Company’s Standard PerformX Catalog (“PerformX Catalog”).
(d)        Solutions Delivery:  Support Services and service level agreements are described in Exhibit B, attached hereto and made a part hereof.
(e)        Service Enhancements:  Company shall provide the additional Services requested by Client, as described in Exhibit C, attached hereto and made a part hereof.

  1.         Term. The initial term of this Order Form (the “Initial Term”) shall commence on the Order Form Effective Date and continue for a period of [three years], unless terminated earlier in accordance with the terms and conditions of the Agreement.  Upon the expiration of the Initial Term and each Renewal Term, the term of this Order Form will automatically be extended for successive one-year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Subscription Term”) unless either party elects not to renew this Order Form by notifying the other party at least ninety (90) days prior to the expiration of the Initial Term or then-current Renewal Term.
  2.         Fees.

(a)        Subscription: Client agrees to pay Company the annual subscription Fee set forth in this Order Form, which shall be due and payable upon receipt of invoice. The annual subscription Fee shall be invoiced yearly in advance, and the invoice for the first year shall be submitted upon execution of this Order Form.
(b)        Configuration:  Client agrees to pay Company an initial set up Fee in the amount set forth in this Order Form, which shall be due and payable upon receipt of invoice. The initial set up Fee shall be invoiced upon execution of this Order Form.
(c)        Rewards and Redemption: Client will pay Company for the Incentive Media (prior to being issued to users) and the percentage of issuance stated in the Order Form.  With respect to all Participant issuance under this Order Form, Client will be solely responsible for complying with all applicable legal and regulatory obligations related to tax filing and reporting, including but not limited to payment requirements related thereto.
(d)        Operational Support:  Client agrees to pay Company the monthly support Fees set forth in this Order Form, which shall be due and payable upon receipt of invoice.  The monthly support Fee shall be invoiced monthly in advance, and the invoice for the first month shall be submitted upon execution of this Order Form.
(e)        Additional Fees: Client agrees to pay Company for any additional Services purchased by Client as set forth in this Order Form.  Such Fees shall be invoiced as set forth in this Order Form and shall be due and payable upon receipt of invoice.

  1.         Additional Terms.

IN WITNESS WHEREOF, the parties have caused this Order Form to be executed by their duly authorized representatives as of the dates set forth below.

ONE10 LLC
Signed:______________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
CLIENT
Signed:______________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

 

EXHIBIT A

Order Form 

  1.         Functionality
Software Subscription
Quantity Item Description Annual License One-Time Purchase Fees Monthly
 Fees
1


 
PerformX Incentive
PerformX Engagement
Rewarding You (included with PerformX Incentive)
Total Software Subscription Fees 
$50,000.00


$50,000.00
$0.00


$0.00
$0.00


$0.00/mo.
Software Add-Ons
Quantity Item Description Annual One-Time Purchase Fees Monthly
 Fees


 
Gamification (standard)
Learn ‘N’ Earn 
Total Software Add-On Fees
$0.00
$0.00
$0.00
$0.00 per Game
$0.00 per Instance
$0.00


$0.00/mo.
Rewards
Quantity Item Description Annual One-Time Purchase Fees Monthly Fees
1
 

 
Rewards Issuance for Participants – projected rewards payouts to be invoiced and payable in advance of launching each incentive/promotion or upon Client’s provision of rewards earnings files
Rewards Issuance Fee (Based on X% of $XX) – invoiced in conjunction with Rewards Issuance noted above
Total Estimated Rewards Fees
$XX
 
$XX
$0.00

 

$0.00

 

$0.00/mo.
Rewards
Quantity Item Description Annual One-Time Purchase Fees Monthly Fees
1
 
 
 
 
 
 
 
 
 
 
Company calculates and automatically issues points on an ongoing basis; issued rewards + Issuance Fee to be invoiced monthly, payable upon receipt.
Rewards Issuance Fee (Based on X% of $XX) – to be invoiced monthly in conjunction with Rewards Issuance
Reserve Account – Deposit valued at 60 days average projected points issuance (specific amount subject to change over the course of the program based upon evolving actuals); to be utilized by Company as necessary to off-set any outstanding balances that may occur during program operation and reconciled by Company upon conclusion of the Subscription Term and any then-remaining excess will be refunded to Client.
Total Estimated Rewards Fees
 

 
$ XX
 
 
$ XX
 
 
$0.00
 

 

 
 

 
 
$0.00
 
Actual rewards issued (estimated at $XX/month)
$XX/month Actual Issuance Fee; included on monthly rewards invoices
 
 

 
 
$0.00/mo.
 
 
Solution Delivery
1
1
1
 
1
 
 
 
 
PerformX Configuration
Monthly Operational Support – Level 1
Monthly Operational Support – Level 2
Customer Xperience Support for up to XXX U.S. participants (waived if annual rewards issuance is at least $XXX,XXXX – otherwise invoiced annually*
 *Refer to Customer Xperience Section below.
 
Total Solutions Delivery and Support
 



 
$XX
 
 
$XX.00
 
$25,000.00


 

 
 
$XX.00
 

$1,850.00
$2,500.00
 
$XX
 
 
$X.00/mo.
 
Solution Delivery Add-Ons
Quantity Item Description Annual One-Time Purchase Fees Monthly Fees






 
 
 
 
Data Transformation (3 files included) Additional Data Imports
Virtual Training for Client Program Managers (up to 2 hours)
Single Sign On
Localization (additional countries)
Translation Services
Point Deposit Reversal Fee
 
Total Solution Delivery Add-On Fees
 
 




 
 
 
$0.00
 
 
Included
Included


$150/hr.
(min. 1 hour); charged upon Company request
$0.00*
*Does not include point deposit reversal fees, if any.




 
 
 
$0.00/mo.
 
 
Service Enhancements (Items Not Included Above That Can Be Estimated Upon Request)
Quantity Item Description Annual One-Time Purchase Fees Monthly Fees





 
 
 
Creative (e.g., logo, theme design, image sourcing)
Communications (e.g., email blasts, print, video)
Training (e.g., curriculum development, design and implementation)
Analytics & Insights (e.g., strategic planning, promotion consultation)
Special Rewards (e.g., trophies, plaques)
 
 
Total Service Enhancements





 
 
$0.00





 
 
$0.00





 
 
$0.00/mo.
Totals
Total Annual Total One-Time Purchase Fees  Total Monthly Fees
$0.00 $0.00 $0.00/mo.

 

  1.         PerformX will contain only the standard functionality purchased, solely in the English language, standard functionality and reporting unless otherwise expressly stated herein. [Insert any additional countries, languages or other functionality as mutually agreeable.]

 

EXHIBIT B

SOLUTION DELIVERY AND SERVICE LEVEL AGREEMENTS

Solutions Delivery
Company will provide the following operational support of the PerformX platform during the Subscription Term; see details below:

  1. Account Management
  2. Project Management: timeline from contract, pre-launch, testing and post-launch,
  3. Customer Xperience Headquarters (Participant support):
  • One (1) unique phone number, for general questions and site usage information.
  • One (1) unique email box for general support questions.
  • Customer Xperience hours are 8:00 a.m. to 5:00 p.m. ET, Monday through Friday (excluding holidays). Holiday list available on request.
  • Participant questions that cannot be satisfied by the published FAQs or that involve interpretation of eligibility or earnings will be forwarded to Client for response to the Participant.
  1. General support for designated administrators.
  2. Research and resolution of reported issues associated with earnings, general program support, data load/management activities, import/export functions, exception requests, promotion set-up and other matters.

Operational Support
PerformX Incentive – Monthly Operational Support Inclusions

STANARD DELIVERABLES
INCLUDED IN MONTHLY SUPPORTUnless otherwise noted, services can be used at any time during each one-year period. Counts are “per brand” or variation – e.g., a Promotion that is set up for 3 brands that share an overall PerformX solution would count as 3 Promotion setups.
Level 1
$1,850/monthStandard Inclusions
Level 2
$2,500/monthStandard Inclusions
Promotion (ReX) incentive setups – Client determines desired ReX Promotion type(s) and award payout values. Note that game setup, if needed, is not included and is priced as shown in the section below. 1/yr. 5/yr.
Website Content Updates – e.g., Content Card updates within standard PerformX template; copy and/or images are provided by Client, or Company creative services can be estimated separately 4/yr. 12/yr.
Manual file uploads as needed – e.g., Client-provided earnings or other files to be uploaded by Company; files assumed to be ready-to-process (no QC required by Company) 12/yr. 12/yr.
Program status sessions (.5 to 1-hour calls) Quarterly Monthly
Program reviews (up to 2-hour session) Annual Annual
Program Manager coordination — single point of contact for items listed above plus your rewards solution Included Included
Program Specialist for items listed above; technical liaison with Company IT and website super-user; as-needed interpretation of PerformX reports; handling of escalated participant inquiries Included Included
Budget monitoring and invoicing, including rewards funding Included Included
Communication and coordination with Client of routine PerformX version updates and releases Included Included
Standard PerformX reports Client self-serve included Client self-serve included
Participant Support via Company Customer Xperience Team – phone and email Included for programs with annual rewards issuance exceeding $250,000.00 Included for programs with annual rewards issuance exceeding $250,000.00

 
PerformX Incentive – Optional Services (Not included in standard monthly support above; Available upon Company request)

  • Additional Promotion (ReX Incentive) Setup – $2,000.00 each; Client selects standard promotion type and provides award payout model/schedule
  • Additional Manual File Uploads – $500.00 each
  • Additional Website Content Updates – $500.00 each, within PerformX standards. Assumes ready-to-post content, for PerformX content cards, provided by Client; Company creative services can be estimated separately

Customer Xperience for Incentive – Detail (Fee Waived with Annual Rewards Minimum)

Eligible Participant Count Customer Xperience Fee Invoicing
Up to 1,000 $4,800.00 annually (rate of $400/month); waived if annual rewards issuance is $250,000.00 or more Invoiced as a lump sum annually, only if the annual rewards issuance minimum of $250,000.00 is not achieved. First annual payment, if necessary, would be invoiced early the 2nd year of program operation, as payment for year one.
1,001 to 2,000 $9,300.00 annually (rate of $775/month); waived if annual rewards issuance is $250,000.00 or more “” “”
2,001 to 5,000 $21,000.00 annually (rate of $1,750/month); waived if annual rewards issuance is $250,000.00 or more “” “”
5,001 to 7,500 $33,000.00 annually (rate of $2,750/month); waived if annual rewards issuance is $250,000.00 or more “”  “”
7,501 to 10,000 $45,000.00 annually (rate of $3,750/month); waived if annual rewards issuance is $250,000.00 or more “”  “”
10,001+ Custom estimate “”  “”

 
PerformX Engagement – Monthly Operational Support Inclusions

STANDARD DELIVERABLES
INCLUDED IN MONTHLY SUPPORTUnless otherwise noted, services can be used at any time during each one-year period.
Level 1
$1,850/month
Standard Inclusions
Level 2
$2,500/monthStandard Inclusions
Manager Budget Allocations/Adjustments – e.g., establishing or adjusting manager reward budgets 1/yr. 12/yr.
Ecard Updates – updating imagery or verbiage within standard PerformX template (copy and images provided by Client, or Company creative services can be estimated separately) 4/yr. 8/yr.
Website Content Updates – i.e., Content Cards, system-generated emails or recognition certificates (within PerformX template; copy and images provided by Client, or Company creative services can be estimated separately) 4/yr. 12/yr.
Manual file uploads if needed – e.g., Client-provided earnings or other files to be uploaded by Company; files assumed to be ready-to-process (no QC effort required by Company) 12/yr. 12/yr.
Program status sessions
(.5 to 1-hour calls)
Quarterly Monthly
Program reviews
(up to 2-hour session)
Annual Annual
Program Manager coordination — single point of contact for items listed above, plus your rewards solution if applicable Included Included
Program Specialist for items listed above; technical liaison with Company IT and website super-user; provides as-needed interpretation of PerformX reports and handling of escalated participant inquiries Included Included
Budget monitoring and invoicing, including monitoring of rewards funding Included Included
Communication and coordination of routine PerformX version updates and releases Included Included
Standard PerformX reports Client
self-serve included
Client
self-serve included
Participant Support via the Company Customer Xperience Team – phone and email Included for programs with annual rewards issuance exceeding $150,000.00 Included for programs with annual rewards issuance exceeding $150,000.00

 
PerformX Engagement – Optional Services (Not included in standard monthly support above; Available upon Company request)           

  • Additional Manager Budget Additions/Adjustments — $500.00 each
  • Additional Ecard Updates — $750.00 each, utilizing standard PerformX options/template (images and verbiage provided by client; Company Creative services can be estimated separately)
  • Additional Website Content Updates – $500.00 each, within PerformX standards (assumes Client provides ready-to-post content for PerformX content card, system email or recognition certificate; Company creative services can be estimated separately)
  • Additional Manual File Uploads – $500.00 each 

Customer Xperience for Engagement – Detail (Fee Waived with Annual Rewards Minimum)

Eligible Participant Count Customer Xperience Fee Invoicing
Up to 1,000 $4,800.00 annually (rate of $400/month); waived if annual rewards issuance is $150,000.00 or more Invoiced as a lump sum annually, only if the annual rewards issuance minimum of $150,000 is not achieved. First annual payment, if necessary, would be invoiced early the 2nd year of program operation, as payment for year one.
1,001 to 2,000 $9,300.00 annually (rate of $775/month); waived if annual rewards issuance is $150,000.00 or more “” “”
2,001 to 5,000 $21,000.00 annually (rate of $1,750/month); waived if annual rewards issuance is $150,000.00 or more “” “”
5,001 to 7,500 $33,000.00 annually (rate of $2,750/month); waived if annual rewards issuance is $150,000.00 or more “”  “”
7,501 to 10,000 $45,000.00 annually (rate of $3,750/month); waived if annual rewards issuance is $150,000.00 or more “”  “”
10,001+ Custom estimate “”  “”

 
Service Level Agreements (“SLAs”)

  1. Hosting

PerformX is hosted at a commercially recognized hosting provider (currently, Microsoft Azure).

  1. System Backups

Company follows a standard backup and retention policy for PerformX.  Production database servers and code repositories will have daily incremental backups retained for twenty eight (28) days, and full backups are performed weekly and retained for twelve (12) weeks.  All other production servers will have daily incremental backups retained for twenty-eight (28) days and full backups weekly retained for 4 weeks.

  1. Disaster Recovery / Business Continuity

PerformX is hosted in the cloud (currently, Microsoft Azure).  Web and database servers, firewalls, monitoring and routing infrastructure are all hosted on cloud-based virtual servers and appliances managed by Company and/or its subcontractors. Company will make commercially reasonable efforts to achieve a recovery time objective of 48 hours or less.

  1. Uptime/System Availability

PerformX platform uptime is expected to be 99% (excluding scheduled and emergency maintenance). Downtime shall be defined as system unavailability or performance degradation caused by hardware failure, code and/or content-related failures caused by Company, unless such failures are caused by Client or Client’s environment. Downtime for PerformX will typically be scheduled at least seven (7) days in advance. Current regularly scheduled maintenance windows are Sundays 00:00 to 06:00 Central Time.  Notwithstanding anything to the contrary, emergency maintenance windows may be scheduled by Company on an as-needed basis, based upon the urgency of the request, and the time-dependency of the requirement; emergency maintenance windows will not constitute unplanned system downtime. Company reserves the right to perform regularly scheduled and required emergency maintenance at its discretion.

  1. Microsoft Azure

All Services that are dependent upon Microsoft Azure are subject to the applicable terms located on Microsoft’s website at https://azure.microsoft.com/en-us/support/legal/, which are subject to change as determined and disclosed by Microsoft pursuant to such terms.

  1. Corrections

Client will report problems in writing (email sufficing) to Company.  The following information shall be provided: (i) the program involved; (ii) steps leading to the error/problem; (iii) whether the problem is duplicable or random; (iv) impact of problem on system (e.g., is system locked up or not); (v) any other useful information pertaining to the error/problem. When each problem is reported, Company and Client will agree upon a relative severity level, and the incident will be addressed in accordance with the following chart:

Objective: Percentage of planned operating time the Service is available for use.
Performance Indicator: Overall Company System Availability at 99% as calculated below.
Company System Availability Formula: [(Hours In Applicable Month* – Hours of Outage) / Hours In Applicable Month*] x 100
* Hours In Applicable Month = Total Hours in Applicable Month – (hours incurred in force majeure events + hours available for scheduled maintenance + hours incurred in scheduled upgrades)
Availability Remedy: See Availability Remedy Table below.
Service Response Time Category Service Response Time Rectification Time Remedy
Level 1 30 minutes 6 hours. See Service Response Time Table and Rectification Time Table below.
Level 2 1 hour 8 hours. See Service Response Time Table and Rectification Time Table below.
Level 3 1 business day 3 business days See Service Response Time Table and Rectification Time Table below.
Level 4 2 business days 15 business days See Service Response Time Table and Rectification Time Table below.
Definition of Levels
Level 1 A condition that causes a complete lack of functionality of the Company System, which may include one or more of the following:

  • Complete outage of core system(s)
  • No API transactions are possible
  • No work around available
Level 2 A condition that causes a severe degradation of the Company System, which may include one or more of the following:

  • Severely degraded performance of core system(s)
  • Significant number of API transactions are failing
  • Work around available
Level 3 A condition that causes a limited degradation of the Company System, which may include one or more of the following:

  • Outage of non-core system(s)
  • Severe impact to API transactions
  • Degradation to internal productivity
  • No work around available
Level 4 A condition that causes a minimal degradation of the Company system, and does not prevent Company from maintaining acceptable levels of service delivery, which may include one or more of the following:

  • Degradation of performance of non-core system(s)
  • Minor impact to API transactions
  • Neutral impact to internal productivity
  • Work around available

 

  1. SLA Credits

As Client’s sole and exclusive remedy for non-compliance with the SLA herein, Company will pay service level credits as a credit off the following month’s fees owed by Client in accordance with the following table:
AVAILABILITY REMEDY TABLE

Category Availability Remedy (Service Level Credits) For Non-Compliance With Above Objectives
Overall Company System Availability 2% of next monthly invoice, excluding pass-through costs, charges and expenses
Service Response Time 2% of next monthly invoice, excluding pass-through costs, charges and expenses

 
In no event will the total service level credits in a given month exceed two percent (2%) of Company’s total monthly invoice amount excluding pass-through costs, charges and expenses paid or payable by Client.  Notwithstanding anything to the contrary set forth herein, Company will not be responsible, and Client shall not be entitled to service level credits, for any failures caused in whole or in part by: (i) use by Client of PerformX in a manner not expressly authorized in the Agreement and this Order Form, (ii) Client’s or Client’s vendor’s equipment, hardware, or software (iii) third-party acts or systems; or (iv) general Internet problems outside of Company’s reasonable control (including network traffic issues, internet availability /connectivity or internet service outages and/or force majeure events or other factors outside of Company’s reasonable control). CLIENT ACKNOWLEDGES AND AGREES THAT PERFORMX AND THE PROGRAM WEBSITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
 

EXHIBIT C

SERVICE ENHANCEMENTS

Service Enhancements