Statement of Work

1. Project Summary

This Statement of Work (“SOW”) is issued under and subject to the terms and conditions of the Main Subscription Agreement entered into between the customer executing an Order Form (“You” or “Your” or “Customer”) and BetterCloud, Inc. (“We” or “Us” or “Ours” or “BetterCloud”) for the purchase of professional services from Us (the “Agreement”). This SOW describes the professional services (the “Professional Services”) that will be provided under the applicable Order Form (“Service”). All capitalized terms not defined in this SOW shall have the meaning assigned to them in the Agreement.

Our Professional Services Organization will design and build a non-native integration of the native BetterCloud platform using the Platform API. We will provide customer engineering and project management resources to collaborate with You through a series of requirement meetings and showcase workshops (“Workshops”) to ensure successful completion of the non-native integration.

2. Project Scope

2.1. Project Type

The type of the Professional Services is based on the Service purchased in the applicable Order Form as set forth in the service table below (“Service Table”):

Service Type (each, an “Non-Native Integration Build”)	Description	Service Duration
Level 1: Pre-Built Integration	One (1) non-native BetterCloud integration that has predetermined actions. We will share the code with You and help You test it in Your environment.	1 day
Level 2: Action-Only Integration	Our engineers will scope, validate, build and test one (1) BetterCloud non-native, actions-only integration for You.	3 weeks
Level 3: Advanced Integration	Our engineers will scope, validate, build and test one (1) BetterCloud non-native, advanced triggering integration for You.	4 weeks

2.2. Project Scope

The scope of the Professional Services for the applicable Non-Native Integration Build is set forth in the Non-Native Integration Build Services Addendum to the SOW, which will be appended to the applicable Order Form.

3. Out Of Scope

The following services and activities are outside of the scope of this SOW:

Configuration, customization, or development of target applications
Admin training
Additional requirements not set forth in the Non-Native Integration Build Services Addendum to the SOW, appended to the Order Form
Product functionality not available to Customer as part of Purchased Services
Functionality considered to be roadmap, or Beta Services
Support or technical assistance for the applicable Non-Native Integration Build after the termination of the SOW Term (defined herein)

Any service or activity not specifically included in the Service purchased by You is considered to be outside of the scope of this engagement.

4. Project Management

4.1. Communication
You will designate a project manager and lead engineer whose contact information will be documented to Us in writing. Our and Your designated project managers will be in regular contact during the SOW Term and will be responsible for project planning and management of project delivery.

4.2. Working Hours
We will perform the Professional Services included in the Service purchased by You 9:00AM to 5:00PM (Eastern Time or Pacific Time, as determined by Our resource assigned), Monday through Friday, excluding US holidays (“Business Hours”). Exceptions will only be made as mutually agreed in writing.

4.3. Acceptance
We will be deemed to have completed the applicable Non-Native Integration Build on the date (the “Delivery Date”) that We provide notice (via e-mail) to Your project manager that the applicable Non-Native Integration Build has been completed. You will have a period of ten (10) days after the Delivery Date (the “Testing Period”) to determine whether the applicable Non-Native Integration Build conforms in all material respects to the specifications set forth in Section 2, Project Scope, subject to the terms herein. If, during the Testing Period, You provide Us with written notice, describing with particularity, any material errors, defects or non-conformities that You discover, We will correct the same in such time and manner as is reasonable under the circumstances. Thereafter, delivery and testing will proceed as set forth in the immediately preceding sentences for as many times as necessary to achieve Your final acceptance (“Acceptance”), with the exception that the Testing Period will be limited to five (5) days for each subsequent cycle of acceptance tests. Acceptance will be deemed to occur if You give Us written notice of your acceptance, or if You fail to give written notice of any errors, defects or non-conformities within the applicable Testing Period. The date on which Acceptance occurs is the “Acceptance Date.”

4.4. Cancellation
If You wish to cancel a working session with Us, You must notify Us in writing at If You wish to cancel a working session with Us, You must notify Us in writing at least two (2) business days in advance of the applicable session. If a session is canceled with less than the required notice, or if Your project manager or technical contact fails to attend a session, We reserve the right to deem such project milestones complete and will have no further obligation with respect to such milestones.

4.5. Scope Changes
Any changes to the scope as set forth in this SOW must be mutually-agreed in writing and signed by both You and Us. Based on the scope of this project, We are able to estimate the time, resource needs and costs of the project. If the scope increases at any point during the delivery of the project, We may have to dedicate additional time and resources to the project, resulting in an additional cost to You. If a change to the project scope is requested by You during delivery of the project and such change is accepted by Us, We will provide You with a time and cost estimate for the additional project scope.

5. Non-Native Integrations

Following the Acceptance Date of each applicable Non-Native Integration Build, BetterCloud shall have no obligation to provide support or technical assistance for the applicable Non-Native Integration Build created hereunder notwithstanding anything to the contrary in the Agreement.

6. Customer Obligations

You hereby agree to fulfill all of the below obligations (collectively, the “Your Obligations”):

Your project manager and/or lead engineer will actively attend and participate in all sessions where Your representation is needed, including communicating requirements, testing sessions and accepting the new actions-only integrations, if required.
A test account for the application with proper access credentials will be provided by You for building a Non-Native Integration Build.
You are responsible for all administration, licensing, and API knowledge of the in-scope 3rd party apps listed in the Non-Native Integration Services Addendum to the SOW.
You will make available all necessary stakeholders and identify internal escalation to ensure appropriate planning and completion of the project.
You will complete all detailed technical documentation, as to be defined in the project requirements meeting.
You will maintain all necessary administrative permissions to install and connect the necessary applications to the BetterCloud Platform.
You will enable Us to develop and test the integration against the applicable target or in-scope application(s) (e.g., procure a license to the applicable application), if required by Us.
You will collaborate with Us to define the project plan and management of the actual project.
You will provide accurate information as necessary for project planning and configuration of the BetterCloud Platform.
You will provide all necessary communication and training to internal users.

7. SOW Assumptions

This SOW is subject to the following assumptions:

Any service or activity not specifically included in this SOW is considered to be outside of the scope of this engagement.
Unless documented on the applicable Order Form, all activities within the scope of this SOW will be delivered remotely and during Our Business Hours.
We and You will work together in good faith to resolve any project issues quickly.
Our ability to deliver on project scope is conditioned on Your fulfillment of Your Obligations. If You fail to fulfill any of Your Obligations within ten (10) business days after We provide notice of the same, We may terminate this SOW immediately upon notice to You and We will have no further obligations under this SOW. Should We terminate this SOW, all fees paid or payable hereunder shall be considered earned in full and any Professional Services listed in this SOW not completed will be forfeited. Any and all Professional Services to be performed by Us following termination of this SOW will require You to send a written request to Us seeking re-engagement and will require the execution of a new SOW.
Our ability to deliver the Project Scope is conditioned on the documentation, features and capabilities of the APIs of the in-scope Applications and the availability of an authentication mechanism supported by the BetterCloud Platform. If BetterCloud reasonably determines it cannot complete a Non-Native Integration Build, the parties agree to cooperate with each other in good faith to find a suitable alternative Non-Native Integration Build.
Scheduling for the Professional Services to be provided hereunder will be mutually agreed upon by You and Us.

8. Fees And Expenses

All Professional Services described in this SOW will be provided on a fixed fee basis. You will pay Us the fees set forth in the applicable Order Form. Fees will be invoiced upon the execution of the applicable Order Form and will be due in accordance with the terms of the Agreement, unless otherwise set forth on the Order Form.

The Professional Services set forth herein will be conducted remotely. If You and Us mutually agree to receive and provide, respectively, any services onsite at Your office, You will be responsible for reimbursing Us for Our reasonable travel expenses within thirty (30) days after Your receipt of Our invoice.

9. SOW Term

You must request commencement of the Professional Services hereunder before the earlier of: a) three (3) months from the date of execution of the applicable Order Form, or b) the expiration of the Subscription Term as set forth on the applicable Order Form. Once the Professional Services covered in this SOW are commenced, all customer sessions hereunder must be scheduled to be delivered within forty-five (45) days from the initial project kickoff meeting (the “SOW Term”). If project delays are incurred due to Your failure to meet Your Obligations, this SOW will expire at the end of the SOW Term and We will be relieved of any further obligations to deliver Professional Services that have not been completed under the SOW. No refunds or credits will be provided for any such Professional Services not provided.