Pay For Performance Terms

a. The Parties shall make commercially reasonable efforts to have the Pay for Performance Services commence on the Service Start Date as set forth on the Order Form.  The day outbound messaging (email, phone, copy or otherwise) for the Pay for Perforance Services begins on Customer’s behalf shall be defined as the “Campaign Start Date.”

b. Service Term: The initial term of for the Software as a Service Agreement shall be twelve (12) months from the Service Start Date (the “Initial Term”), and will automatically renew for an additional 12-month term (a “Regular Term”) unless either Party provides written notice of its intent to not to renew to the other. Such notice shall be provided no less than thirty (30) days prior to the end of the Initial Term. Regular Terms shall automatically renew for additional 12-month terms unless either Party provides written notice of its intent to not to renew to the other no less than thirty (30) days prior to the end of the then current term. The Initial Term together with all Regular Terms shall be referred to collectively as, the “Service Term”.

c. Order of Precedence: During the Service Term, in the event of a conflict between any document or agreement entered into between the Parties, the following Order of Precedence shall govern: (1) the Order Form; (2) any Addendum or Amendment to the SOW; (3) the SOW; and (4) the MSA.

The term for all Software as a Service products purchased by the client commences for an Initial Term of twelve (12) months from the Service Start Date. This term will be automatically extended for a subsequent 12-month period unless either party provides a written non-renewal notice. Such notice should be communicated at least thirty (30) days before the current term's conclusion.

The term for all Pay for Performance services provided to the client commences for an Initial Term of ninety (90) days from the Performance Service Start Date. This term will be automatically extended for a subsequent 90-days period unless either party provides a written non-renewal notice. Such notice should be communicated at least thirty (30) days before the current term's conclusion.

Service Fees: CIENCE will levy charges for the Services as detailed in the Order Form with their respective terms and conditions as outlined in the order form.

Payment Schedule: Initial Term payments should reach CIENCE within fifteen (15) days of Order Form signing or three (3) days before the Service Start Date, depending on which is earlier. Payments for Regular Terms are due the day following the last paid service period. Automatic withdrawals from the Customer's account will facilitate these payments.

Late Payment Consequences: CIENCE holds the right to adjust the Service Start Date, postponing it to after the receipt of the payment if there are delays in the Initial Term payment as outlined in the associated Terms and Conditions for those services. 

Definition: A "held meeting" refers to any scheduled interaction for a representative of the client and a prospect that is listed in an Audience, a Lists or as a Contact in the Cience Software instance set up for the client, whether in person or through telecommunication, of two or more individuals discussing business matters relevant to the Customer's account.

 Performance Fees: The Customer commits to a "Held Meeting Fee" of $350 for each qualified and held meeting set up directly by CIENCE in any given month. These performance fees are billed separately from any software and services purchased from Cience and must be paid when invoiced directly to Cience via ACH or Credit Card.

Management Fees: During the service term for the Pay for Performance program, Cience will charge as well $500/ month management fee for SDR and Campaign management services. The management fee will be invoiced and charged together with the Held Meeting Fee's.

Adjustment: The parties can reassess the Held Meeting Fee every three (3) months. This fee won't dip below $150 per meeting or exceed $1,000 per meeting. Both parties must mutually agree in writing to any changes. 

Tracking and Verification: The Customer should track and report monthly meetings accurately using the Cience GO Schedule meeting software. CIENCE retains the right to check the number of held meetings conducted by the Customer.

Notification and Disputes: Both parties should mutually confirm, in writing, the monthly held meetings count. If any dispute arises over the Held Meeting Fee, the Customer should provide written notification within 10 days post-invoice receipt. CIENCE will then evaluate and respond in writing within 15 business days.

CIENCE will perform all work for the Customer at CIENCE’s own facilities or using remote staff. Customer can request online meetings with CIENCE's Account Team.

SDR Types Testing & Qualification: For the purposes of our services and to ensure the utmost clarity, here are the qualifications for SDRs:

1. American SDRs: A representative who qualifies as an American SDR will have achieved a language test score exceeding 7.5 (which is the benchmark for an English-speaking caller). The test evaluates Pronunciation, Fluency, Vocabulary, and Grammar, each contributing to the overall score. This representative will also be situated in an American time zone within 2 hours of the client's based time zone.

2. Non-American SDRs: Such a representative will be determined based on a language test score of 7.0 and above. These SDRs are located outside the American time zones, though they will operate during the client's standard working hours.

3. Special SDR Requests: At the request of the client, should there be a need or preference for an SDR with particular qualifications, location, or experience that necessitates an increase in the associated expenses, Cience is committed to fulfilling this request. Please note that in such instances, the higher expenses associated with the specialized SDR will be reflected on the order form. 
   
   

It's essential to note that all Sales Development Representatives (SDRs) will undergo rigorous language and speaking tests, including but not limited to CEFR, IELTS, PTE, and other recognized assessments. All evaluations will be conducted by a third-party AI-powered solution. Clients will have access to recordings of these tests for review if requested, ensuring transparency and confidence in the proficiency of our representatives.

a. CIENCE and Customer will use the following forms of communication:

b. Email: During the Initial Term, CIENCE will provide email details for key team members with whom Customer will likely interact via email. 

c.   In addition to CIENCE's own developed software applications and tools (the “CIENCE Software”), CIENCE's resources will use such other commercially and non-commercially available tools and websites to research lead data as CIENCE, in its sole discretion, deems necessary or appropriate.

d.   During the set-up process for the Services, Customer may identify an administrative user name and password for Customer’s account. CIENCE reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.

Customers can set a cap for the meetings held quarterly or yearly, considering their budget for the provided services. The minimum cap is 45 meetings every three (3) months or 180 meetings annually. Both parties must agree to any cap changes in writing. 

a. SaaS Software Service: After the initial twelve (12) month term of the SaaS Software Service, either party may opt to conclude the service. A written notice of termination must be provided at least thirty (30) days prior to the intended termination or renewal date. If the termination notice is not given within this timeframe, the service will automatically renew for another 12-month term.

b. Pay for Performance SDR Service: Following the first ninety (90) days of the Pay for Performance SDR Service, either party may opt to conclude the service. A written notice of termination must be provided at least thirty (30) days prior to the intended termination or renewal date. If the termination notice is not provided within this timeframe, the service will automatically renew for another 90-day term.

For both services, terminating one service will not affect the provision or terms of the other service during the agreement's duration. If both parties decide to reinstate a previously terminated service, it can be done upon mutual written agreement.

c. Financing Provisions for SaaS Software Service: If a client chooses to finance the payment for the SaaS Software Service through one of our approved finance providers, the client acknowledges and agrees that their obligation to the finance provider is separate and distinct from their service agreement with us. This means that even if a client decides to terminate the SaaS Software Service, they remain obligated to fulfill their payment commitments to the finance provider in accordance with the terms they have agreed upon. Notably, should a client become 45 days delinquent in their payments to the finance provider, the entirety of the outstanding amount for the 12-month contract will become due immediately and is collectible by the finance provider. 

Any disputes regarding the SaaS Software Service should be addressed directly with us, and while we are open to resolving such disputes in good faith, it's important to note that any disputes or disagreements with us do not reduce, defer, or alter the client's obligation to pay the finance provider as per their separate financing agreement. It's the client's responsibility to understand and adhere to the terms and conditions set forth by both us and the finance provider.

All calls, emails, and other forms of correspondence with prospects, which result in the setting of appointments, are recorded and archived within the CIENCE platform. Both the client and CIENCE have the ability to review these records in the event of a dispute regarding a held appointment.

Should there arise any discrepancies or disagreements related to held appointments between the parties:

- Both the client and CIENCE will initiate a review process, examining the documented communications and call recordings pertaining to the appointments set in alignment with the client's defined targets.

- "Targets" are characterized as lists or audience files employed in campaigns orchestrated by CIENCE.

- The client is obliged to examine lists and audience files containing contacts, designated for the SDR's outreach, on a continual basis. If no objections or disputes are raised within 2 working days from the provision of a new list or audience file, it will be deemed as accepted by the client.

a.  CIENCE’s staff shall provide the Services as well as the Deliverables described below:

b. Outbound SDR Services

Tasks that may be assigned as part of SDR services:

• Call prospects on Customer's behalf
• Email prospects on Customer's behalf
• Manage drip/drip nurture campaigns (this does not involve providing additional content for these campaigns)
• Outreach via social media channels (profile views, connection requests, and messaging after a connection is made).  The number and types of activities are dependent on the social media channels rules and regulations.
• Deliver templates and scripts as part of the created strategy for the campaign
• Schedule meetings (Face2Face, Phone, Webinars, Trade-shows)
• Follow up work (e.g. Schedule meetings with prospects from trade-shows)
• Qualify prospects per Customer’s qualification

Deliverables for Pay for Performance Outbound SDR services are as follows:

a. As part of the Services, CIENCE will be responsible for the outreach and appointment setting and will deliver the following:

• Development of campaign strategies per SDR Services team, along with reasonable modifications and improvements to those strategies
• Templates for review by Customer
• KPI reports, including, but not limited to: Open/Click/Bounce/Automatic Response/Positive Response/Negative Response
• Direct access to CIENCE Account Team
• Access to all communications between SDR services and prospects reached out to on Customer’s behalf.
• Deliverables may also include landing pages and advertisements depending on the agreed-upon scope and with the purchase of a GO_DATA subscription; however, completion of any such specific deliverables, or the lack thereof, shall not be a requirement for the Campaign Start Date and will not be used as justification for extending the onboarding period.

a. Set-up and kick-off activities will start on the Service Start Date and are part of the Initial Term.

b. Set-up activities are expected to take between ten (10) to twenty (20) days, depending on Customer requirements and the specific Services being provided.

c. For GO-Outbound (SDR services), the set-up activities may include, at a minimum, the following:

• CIENCE will coordinate the schedule of each SDR,
• all lead lists used will be uploaded to CIENCE GO CDP and accessible by client via lists or audiences 
• Prior to launch CIENCE will assign the SDR(s) to provide Services to Customer.
• Customer may provide Leads to the CIENCE GO CDP platform via online upload
• Leads will have Decision Maker Name, Title and Contact info (email/phone)
• Customer will provide SDR links for Customer’s conference call technology in order to add conference call details to the scheduled appointments.
• Customer may provide CIENCE with access to identified social media accounts chosen for outreach purposes and will ensure it has the appropriate membership level to accommodate volumes necessary specific to the campaign strategy.
• Customer will assign Sales Executives (SE's) to handle demo's and appointments
• Customer and their sales team will connect their calendars to CIENCE GO Schedule to provide the SDR with available time slots for meetings
• Customer will share marketing and product/ services content with CIENCE to aid CIENCE in creating templates, scripts and response library. Below are suggested content examples;
• Case Studies, White Papers, presentation decks etc.,
• Training decks/documents
• List of FAQ
• Common objections and rebuttals
• Past templates/scripts
• List of primary competitors
• Customer will provide a point person to manage the relationship with CIENCE and to coordinate the Services.
• Customer will provide an ideal time for a bi-weekly review call.
• Prospect Qualification (if Customer desires more targeted qualifying).
• Customer will inform CIENCE on how they wish appointments to be set for Customers sales team (Round-Robin, Geographic, per product/service, per LTV etc).
• Customer may approve content created by CIENCE (templates/scripts). In order to avoid delays, Customer shall have twenty-four (24) hours from receipt of content from CIENCE to review and provide feedback. If Customer does not provide feedback with forty-eight (48) hours, the content will be deemed approved.

GO Outbound Pay for Performance activity expectations.

CIENCE’s Outbound SDR services will be targeted to reach out to no less than 200 companies per month (output would be prorated for partial months of service) as long as the customer's TAM (Total Addressable Market) and customer's ICP (Ideal Client Profile) allow for it. During the customer onboarding process and throughout the agreement, the Customer and CIENCE will define a strategy around how many contacts per company, the number of touchpoints per contact, and the overall messaging approach, as defined in the Playbook that CIENCE will create on Customer's behalf. Based on these variables it is possible to see the number of companies reached out to per month get as high as 600. It is understood that the more contacts and touch points reached out to per company the lower number of companies can be reached out to in a given month. The exact strategy will be defined with the goal of optimizing the overall results of the campaign to yield the most impactful meetings or brand awareness to the market based on the need of the client.

b    Pay for Performance Service Fees are based on the scheduled and help appointments and not based on the number of hours worked by CIENCE staff. The number of working days and hours required for CIENCE to complete the Services shall depend on the volume of the lists of prospects provided to CIENCE by the Customer. CIENCE shall determine, in its commercially reasonable discretion, how many working days and hours CIENCE shall need in order to provide the Services based on the list of prospects provided by the Customer and in order to fully fulfill its obligations under this Agreement.

Customer will not be charged any out-of-pocket expenses, except for those stated on the Order Form, or as mutually agreed between the Parties in writing. Invoices shall be submitted as described in the Order Form via CIENCE’s subscription billing system prior to the first day of the Initial Term. Invoices are due upon receipt and payable in accordance with the Order Form and the Terms and Conditions.

a. B2B Data Privacy & Outbound Compliance Protocol:
All contact data and outbound activities managed on behalf of our clients are governed by our B2B Data Privacy & Outbound Compliance Protocol. This protocol ensures that we adhere to internationally recognized privacy standards, regulations, and best practices specific to B2B interactions. By subscribing to our services, clients acknowledge and agree that any contact data shared with or used by Cience will be processed in strict accordance with this protocol. Any misuse or unauthorized distribution of contact data is prohibited. Clients are responsible for ensuring that their own use of contact data aligns with applicable privacy laws and standards. Queries, complaints, or requests for further information about this protocol can be directed to our Data Protection Officer at dataprotection@cience.com.

b. SOC 2 Readiness & Data Handling: Cience is deeply committed to upholding the highest standards of information security, privacy, and data handling. As part of this commitment, we are in the process of aligning our practices with the SOC 2 (Service Organization Control 2) guidelines, ensuring the security, availability, processing integrity, confidentiality, and privacy of customer data. While we work towards our formal SOC 2 certification, clients can have confidence in our ongoing efforts to handle data in a manner consistent with the rigorous standards set forth by the SOC 2 framework. We understand the trust our clients place in us, and we are dedicated to implementing robust controls to protect and secure your data.

Any notices under this SOW shall be provided, in writing, to the following:

To CIENCE:

1624 Market St.

Ste 226

PMB 99737

Denver, Colorado 80202-1559

With a copy to: billing@cience.com