1.2 Description, Duties and Requirements of the Service.
🏪Party B's Data required within 2-4 weeks of contract signing included in Table 1 (Note: 100% of a Retailers Inventory available for consumer sale must be included and updated on a daily basis): Party B Data Requirements Table 1
Consumer personal data is limited to the device unique id. Party B can choose to collect additional data or we can collect for the rewards program or payment services but this data will be stored and maintained by the retailer or other service providers and not migo and only bound to our unique ID. migo will provide SDK (software development kit) and API (“Aplication Programming Interface”) for use of [PARTY B]. SDK (software development kit) can provide 100% of app functionality or be integrated into existing app. migo platform provides SLA (“service leveled agreement”) of 99% uptime if [PARTY B] pay monthly fee migo is not responsible for Apple or google APP store decisions 🏪Party B's is responsible for Scanning of Entire Floorplan & Products with FloorSync. This must be kept up to date with products and store layout 99.9% of time 🏪Party B's staff is responsible for maintaining inventory. (scan products to remove and add to platform via app at all times) Retailers staff is responsible for providing data 🏪Party B's staff is responsible for asking about app and scanning at register migo IQ will audit offers from app and purchased at register, migo will bill missing scanned items if exceeds 20% discrepancy after 2 months of mismatch 🏪Party B's will provide in store pickup services with it’s own staff fulfilling orders from the app. migo will handle initial install of any store after signature (but the scheduling of each store install must be pre-approved by migo) migo shall have access to the retail location store for the maintenance, installation and testing of all h products during regular business hours with notification to store manager with 48 hours advance notice. Access shall include all of the store including rooftop access to provide uniform cellular and internet access for the app. Any hardware and onsite internet access necessary for the providing of the service shall be granted by retailer to migo. migo will audit offers from app and purchased at register, migo will bill missing scanned items if exceeds 20% discrepancy after 2 months of mismatch. migo platform will not offer a product sku/upc to a unique customer ID for 60 days after the last time that unique customer ID made a purchase of the same product sku/upc. migo will receive a $3.00 service charge for every in store pickup order generated by the app. 1.3 Description of Additional Services
The Hologram feature allows anonymous data to be used to sell ads on shelf to brands by sku number. The retailer must opt in to the program as well as getting a percentage of the revenue from the ads. A third party manages the ad sales and placement (getting a percentage) and finally migo gets a percentage. Brands may buy ads based upon migo AD AI platform and SKUs sold to retailer migo has the authority to provide a brand that introduced migo IQ to [PARTY B] with free ads on their vertical of skus for 3 years at no cost to Brand and no profit to retailer, migo, or 3rd party AD manager. The revenue split of AD sales will be (AD sales Manager 30%, Retailer 50%, migo IQ 20%) Remote Staffing Feature is available and can be part of the terms of this Service Agreement if [PARTY B] expressly accepts the terms in Remote Staffing (Pros)- See Exhibits. 2. Support Services
2.1. Initial Support. For the [12] month period beginning on the Effective Date, and at migo 's own expense, migo shall provide [PARTY B] with
(a) telephone or electronic support during migo's normal business hours in order to help [PARTY B] locate and correct problems with the Service and any related software, and
(b) internet-based support system generally available seven days a week, twenty-four hours a day.
2.2. Renewed Support. After the initial [12] month support period, [PARTY B] may elect to renew migo’s support services for additional [12] month periods, at migo's then-current service rates.
3. Maintenance. migo shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Documentation. The Services Fees shall be inclusive of the fees for maintenance.
3.1. Required Notice of Maintenance. Unless as otherwise agreed to by [PARTY B] on a case-by-case basis, migo shall provide no less than [thirty (30)] calendar day’s prior written notice to [PARTY B] of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, migo shall provide as much prior notice as commercially practicable to Subscriber and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.
3.2. Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by [PARTY B] on a case-by-case basis, for non-emergency maintenance, [PARTY B] shall have a [ten (10)] business day period to test any maintenance changes prior to migo introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that [PARTY B] rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, migo shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if [PARTY B] has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by [PARTY B] and migo shall be entitled to introduce the maintenance changes into production.
3. Service Levels
3.1. Applicable Levels. migo shall provide the Service to [PARTY B] with a System Availability of at least [98]% during each calendar month. 3.2. System Maintenance. migo may (a) take the Service offline for scheduled maintenances that it provides [PARTY B] the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and
(b) change its schedule of maintenances on [one] month written notice to [PARTY B].
3.3. System Availability Definition
(a) Percentage of Minutes per Month. "System Availability" means the percentage of minutes in a month that the key components of the Service are operational.
(b) Not Included in "System Availability. "System Availability" will not include any minutes of downtime resulting from
(i) scheduled maintenance,
(ii) events of force majeure,
(iii) malicious attacks on the system,
(iv) issues associated with [PARTY B]'s computing devices, local area networks or internet service provider connections, or
(v) Migo's inability to deliver services because of [PARTY B]'s acts or omissions.
4. Data Protection. [PARTY B] shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party's Data.
k5. Data Privacy. migo may collect, use and process [PARTY B] data only according to [PARTY A]'s Privacy Policy, available at [URL]. 6. Back-Up Data. On [PARTY B]'s request and payment of $[50] per copy, migo shall deliver to [PARTY B] a full back-up of [PARTY B]'s Data, in a format the parties agree on in writing.
7. Statistical Information. migo may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service service, but only if such information does not identify the data as [PARTY B]'s or otherwise include [PARTY B]'s name. 8. Publicity
9. Consent. Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party's written consent, unless specifically permitted under this agreement or required by Law.
10. Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.
11. No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.