Statement of Work

The purpose of this document is to outline the Custom

Product Mapping and Custom Export Feed scope and
deliverables
For Bluestem LLC
(Defined as Client)
September 19, 2014
Version 1

Submitted by

Prepared by

Lloyd Wood
GfK Etilize
18662 MacArthur Blvd., Suite 200
Irvine CA 92612 USA
888.608.1212 x.714
lwood@etilize.com

Bert Pereira
Client Integration Manager
GfK Etilize
310-929-5203
bspereira@etilize.com

Page 1

Proprietary Information Notice

This document is to be viewed as an overview of Etilizes proposed standard service offering. The estimated
fees in the document are not to be construed as final or binding as they are based entirely on very limited client
information from which we derived an equally limited number of assumptions. However, the document does
contain Etilizes confidential and proprietary information and is to be used for the sole purpose of permitting the
recipient to evaluate Etilizes proposed solution. In consideration of receipt of this document, the recipient agrees
to maintain such information in confidence and not to reproduce or otherwise disclose or distribute this
information to any person outside the group directly responsible for evaluation of its contents without the
expressed written permission of Etilize.

Page 2

1.0

Scope of Services and Deliverables

Etilize proposes to meet the above objective by performing the tasks identified below.
a.

Overview

Etilize will provide Bluestem with custom mapping and a custom formatted export of specific categories into Bluestem
supplied set up sheets.
b.

Deliverables
See 2014 Bluestem Project Plan which is an integral part of this document

2.0

Project Assumptions

The scope of the Product Category Mapping and Custom Export Feed update file consists of [the setting up the Etilize
database / schema to hold the Etilize content and transforming the data to adhere to the customer specified category format based
off which Bluestem has provided] Development and consuming the data is not part of this project, however, Integration services
will be available to facilitate queries regarding retrieval of the data from the database in order to display on the application / website
See 2014 Bluestem Project Plan which is an integral part of this document

3.0

Estimate of Costs
This statement of service and cost estimate is intended to describe overall project activities and costs for Etilize to participate in
the execution of these deliverables. This estimate is based on the information known at the time this document was prepared.
Payment in full is due upon execution of the SOW. Additional fees due to approved change orders will be due upon authorization.

Project High Level Activities

Project Initiation
Bluestem Project Team Mgmt. 2 Resources
New Category Structure/Template Creation
Existing Categories Scope Enhancement
Detailed Attribute-to-Attribute Mapping
Custom Export
Content Delivery

Page 3

Total
Effort
(man
hours)

Cost per
Hour

130
108
92.5
55
1120
205
100

30
30
30
30
30
125
30

Total Cost
($)

$
$
$
$
$
$
$
$

3,900.00
3,240.00
2,775.00
1,650.00
33,600.00
25,625.00
3,000.00
73,790.00

Catalog Selection select all to be provided:

NA_All US (English)
CE/IT NA (English/French Canadian/Spanish)
Other/Custom _______________________________________________________________
Recurring Pricing and Mappings Agreement Term:
Agreement Start Date: Date of SOW execution and receipt of payment
Agreement Expiration Date: 12 months from the Start Date

See 2014 Bluestem Project plan for delivery dates

RENEWAL. The pricing and mapping portion of this agreement will be subject to auto renewal unless notified 90 days prior to contract
expiration date in writing. Renewal rates are subject to price change with 90 days advance notice and agreement between both parties.
Technical Support Hours: Monday-Friday 8am PST 6pm PST
3.1 Expenses. Client will reimburse Etilize for reasonable, necessary and pre-approved business expenses
including out-of-town travel, meals, and hotel expenses (which in no event shall exceed actual cost) incurred by
Etilize in connection with each Statement of Work and which are in accordance with CLIENTs? travel policies. Air
transportation must be economy class or standard coach. Hotel accommodations must be single room at
corporate rates, if available, and car rentals must be compact class. Rental cars should be used only when
economically justified over all other means of transportation. Invoices will enumerate only expenses actually
incurred. Invoices must be accompanied by documentation such as receipts, vouchers and invoices that are
reasonably necessary to verify the amount, date and nature of each expense. Any expenses will be outlined in the
SOW

4.0 CHANGE CONTROL PROCEDURES

If at any time CLIENT desires to modify this SOW as to any of the Deliverables, CLIENT will request such change in
accordance with the change order procedures set forth in Attachment A.

5.0 INDEMNITY.
5.1 PATENT AND COPYRIGHT INDEMNITY. Etilize shall indemnify and defend Client against any claims that the
Work Product (defined below) delivered to Client pursuant to an SOW infringes any United States or Canadian
patent or copyright, provided that Etilize is given prompt notice of such claim and is given information, reasonable
assistance, and the sole authority to defend or settle said claim. In the defense or settlement of any claim,
provided the associated software license agreement between the Parties has not been terminated, Etilize shall, in
its reasonable judgment and at its option and expense: (i) obtain for Client the right to continue using the Work
Product; (ii) replace or modify the Work Product so that it becomes non-infringing while giving equivalent
performance; or (iii) if Etilize cannot obtain the remedies in (i) or (ii), as its sole obligation, terminate the license
for the infringing Work Product and return only the Services fees paid by Client for such Work Product. Etilize shall
have no liability to indemnify and defend Client to the extent (i) the alleged infringement is based on infringing
information, data, software, applications, services, or programs created or furnished by or on behalf of Client (ii)
the alleged infringement is the result of a modification made by anyone other than Etilize; or (iii) Client uses the

Page 4

Work Product other than in accordance with this Agreement, any delivered documentation under an SOW, or the
underlying software license to use such Work Product.
5.2 INDEMNITY. Each party ("INDEMNIFYING PARTY") shall indemnify and hold the other party ("INDEMNIFIED
PARTY") harmless against any third party claim, including costs and reasonable attorney's fees, in which the
Indemnified Party is named as a result of the grossly negligent or intentional acts or failure to act by the
Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death,
personal injury, or tangible property damage. This indemnification obligation is contingent upon the Indemnified
Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable
assistance in the defense of such action, and sole authority to defend or settle such claim.
5.3 SURVIVAL. The terms of this Section 5.0 shall survive termination of this Agreement.

6.0 WARRANTIES AND REPRESENTATIONS.

Each party warrants that it has the right and power to enter into this Agreement and an authorized representative
has executed this Agreement. Etilize warrants that the Services will be performed in a professional and
workmanlike manner in accordance with recognized industry standards. To the extent Services provided by Etilize
are advisory; no specific result is assured or guaranteed. ETILIZE EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR
JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER ETILIZE EXPRESSLY EXCLUDES ANY WARRANTY
OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT
PERMITTED BY LAW.

7.0 LIMITATION OF LIABILITY.

EXCEPT FOR THE INDEMNIFICATION PROVIDED IN SECTION 6, ETILIZE'S MAXIMUM LIABILITY FOR ANY ACTION
ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR
CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICES FEES PAID BY CLIENT FOR THE SERVICES FROM
WHICH THE CLAIM AROSE. IN NO EVENT SHALL ETILIZE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS,
HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES
AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

8.0 RIGHTS TO WORK PRODUCT.

Any expression or result of Etilize's Services, or the work, findings, analyses, conclusions, opinions,
recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces,
enhancements, software, and other technical information (collectively "WORK PRODUCT") created by Etilize in the
course of performing the Services hereunder are the property of Etilize and are licensed to Client, without further
license fees, pursuant to the Etilize license(s) to which the consultation Services pertain, provided, however, to the
extent such Work Product provided to Client by Etilize contains Client's Confidential Information, Client shall
retain title to such Confidential Information. Client shall have no right to sublicense, transfer, assign, convey or
permit any third party to use or copy any Work Product.

Page 5

9.0 MAINTENANCE OF DEVELOPMENT WORK.

Standard maintenance and support services offered by Etilize do not cover any customized software or new
development created under an SOW. If available, maintenance and support may be addressed under a separate
services agreement.

10.0 INDEPENDENT CONTRACTOR STATUS.

Etilize performs this Agreement as an independent contractor, not as an employee of Client. Nothing in this
Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between
Client and Etilize.

11.0 NOTICE.
All notices or other communications referenced under this Agreement shall be made in writing and sent to the
address designated above, designated in a specific SOW, or designated from time to time in writing by the Parties.
All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following
methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.

Bluestem

Etilize

Name:

Summer Matthews

Title:

Business Operations Manager

Telephone #:

949-922-6358

Email:

smatthews@etilize.com

11.1 TERMINATION OF PROFESSIONAL SERVICE. Unless otherwise agreed to, either party may terminate this
Agreement or any SOW at any time by giving the other party written notice of termination. If this Agreement or an
SOW is terminated by the Client, Client shall pay Etilize for all work performed and for all expenses incurred prior
to the effective date of termination. Client shall also pay a termination fee equal to 25% of the total amount
contracted for the professional service under the applicable SOW. If Client provides less than five (5) business days
advance notice of an SOW termination for which professional services have been scheduled, the termination fee
payable as set forth above shall be equal to 100% of the scheduled service as set forth in the SOW. All
prepayments will be returned to Client within ten (10) business days of termination notices less any termination
fees.
11.2 POSTPONEMENT OF PROFESSIONAL SERVICE. No penalty will be assessed if Client postpones a scheduled
professional service at least ten (10) business days or more before the start of the scheduled professional service.
If Client postpones a scheduled professional service at least five (5) but less than ten (10) business days before the
start of the scheduled professional service, a penalty of 25% of the amount of the scheduled professional service
may be assessed. If Client postpones a scheduled professional service less than five (5) business days before the
start of the scheduled professional service, a penalty up to 100% of the scheduled service may be assessed.

Page 6

12.0 WAIVER.
No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or
requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties.

13.0. FORCE MAJEURE.

Except for Client's obligation to pay Etilize, neither party shall be liable for any failure to perform its obligations
under this Agreement or any SOW if prevented from doing so by a cause or causes beyond its control, including
without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes,
riots, strikes, war, and restraints of government.

14.0 SEPARATE AGREEMENTS.

All Services provided herein are acquired separately from any software licenses agreed to between the Parties.
Specifically, Client may acquire software licenses without acquiring consulting services. Client understands and
agrees that this Agreement and any SOW is a separate and independent contractual obligation from any schedule
relating to software licenses. Client shall not withhold payments that are due and payable under this Agreement
because of the status of any software licenses or schedules, nor shall Client withhold payments that are due and
payable relating to software licenses or schedules because of the status of work performed hereunder.

15.0 DISPUTE RESOLUTION.

Any disputes or claims under this Agreement or its breach shall be submitted to and resolved exclusively by
arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under
such rules shall conduct arbitration. Arbitration shall be in Los Angeles, CA and the laws of California shall be
applied. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon
in any court of competent jurisdiction. Notwithstanding the above, Etilize may sue in any court for infringement of
its proprietary or intellectual property rights.

16.0 GENERAL.
This Agreement shall be governed by the laws of the State of California, excluding choice of law principles. Except
as otherwise specifically stated herein, remedies shall be cumulative and there shall be no obligation to exercise a
particular remedy. If any provision of this Agreement is held to be unenforceable, the other provisions shall
nevertheless remain in full force and effect. This Agreement and the SOW(s) constitute the entire understanding
between the Parties with respect to the subject matter herein and may only be amended or modified by a writing
signed by a duly authorized representative of each party. This Agreement may be executed by facsimile. This
Agreement replaces and supersedes any prior verbal or written understandings, communications, and
representations between the Parties regarding the subject matter contained herein. No purchase order or other
ordering document that purports to modify or supplement the printed text of this Agreement or any Exhibit shall
add to or vary the terms of this Agreement or Exhibit. All such proposed variations, edits, or additions (whether
submitted by Etilize or Client) to this Agreement or to an SOW, are objected to and deemed material unless
otherwise mutually agreed to in writing.

Page 7

By signing below, the parties agree to be bound by the terms of this SOW, and warrant that their respective
signatories are duly authorized to enter into this SOW.

ACCEPTED AND AGREED TO:

PROVIDER: Etilize, Inc.
18662 MacArthur Blvd., Suite 200
Irvine CA 92612 USA

CLIENT: BlueStem LLC

__________________________________
Signature

________________________________
Signature

___________________________________
Date

________________________________
Date
MM/DD/YYYY

___________________________________
Name & Title

________________________________
Name & Title

Page 8

Attachment A
CHANGE ORDER PROCEDURE
If at any time either party desires to modify a SOW as to any of the Services or deliverables set forth
thereunder, such party will provide a written request to the other party describing such modifications
using Etilizes standard Change Order form (each such request is a Change Order). Neither party
shall not unreasonably withhold its consent to, nor impose unreasonable terms or conditions for its
approval of, any Change Order. Subject to the foregoing, no Change Order shall be implemented
unless and until both parties have approved such Change Order in writing. Each approved Change
Order will be implemented upon the mutual written consent of duly authorized representatives of the
parties. Once authorized, the Change Order will be deemed to amend and become part of the SOW.
Etilize shall issue invoices for and Client shall submit payments for all approved Change Orders in
accordance with the Agreement and applicable SOW.

Page 9