9. Fees
The fees for the Services in this SOW are listed in the invoice (exclusive of T&E, which will be billed at actual cost) and will be due in accordance with the payment terms set forth therein.
Cloud Cover - Annual
Project Summary
L5.ai LLC (“Company” or “L5”) is engaged by Customer (“Customer” or “the Customer”) under this Professional Services Statement of Work (the “SOW”) to deliver the services outlined and described below (the “Professional Services”).
The Customer has purchased L5 Cloud Cover Annual Plan. This SOW is governed by L5 and Customer Master Services Agreement (MSA) incorporated by reference. The MSA can be found at https://l5.ai/master-services-agreement/.
1. General Definitions
| Reference | Description |
| Automations | Automate recurring actions on your tasks via ClickUp’s Automation engine. |
| Custom Fields | Additional fields that can be added to your ClickUp Workspace |
| Dashboards | Aggregated visual representation of work through customizable widgets |
| Space, Folder, Lists | subsequent levels of the ClickUp Hierarchy |
| Templates | repeatable hierarchy-based objects or Docs |
| Views | Operational visualization of ClickUp tasks across a variety of different View types |
| Workflow | A component of an end-to-end process that is unique and has a distinct set of data points (fields, stage/phase/status, Automations, and Reports/Dashboards) that aren’t transferrable to another Workflow without modification. |
| Workspace | ClickUp instance and the top level of the Hierarchy |
2. Cloud Cover
Cloud Cover includes assistance with ClickUp implementation, best practice recommendations, basic change management assistance, optimization of Workflows, creation of new Workflows, and product feature training. L5 will provide a quarterly allocation of hours, as shown on the Invoice. L5 consultant will work with a Customer point of contact to have a monthly plan to utilize the hours effectively.
3. Scope
| Service Type | Description |
| Workflow Creation and Optimization | Review business requirements, and design workflows based on discovery, restructure existing Workflows, configure Dashboards as needed, and configure Automations as needed. |
| New Feature Implementation | Provide training / demos on new features, and enable the deployment of new features within the context of the Customer’s Workspace. |
| Strategic Consulting | Provide insights to best practices and strategic recommendations related to ClickUp workspace and processes. Assist in scaling the workspace appropriately with your business/organization. L5 consultant will look for opportunities to aid the team in working more efficiently and effectively across the platform. |
| Feature Training | Provide training as needed for both administrators and end users specific to Workflows and objects built within the tool. |
| Governance and Best Practice Recommendations | L5 will work with customer’s workspace owner to ensure proper governance, calling out opportunities for improvement, and evaluating permissions, access, and data points. |
4. Not in Scope
- New Workspace configuration (initial onboarding) for first-time ClickUp users.
- Integrations to other platforms to ClickUp or from ClickUp Workspace to other platforms.
- Migration of items from ClickUp Workspace to other platforms or from other platforms to ClickUp.
- Migrations within ClickUp Workspace to ClickUp Workspace.
- Business process (non-ClickUp) related activities.
- Product feature development.
- Bug resolution.
5. Customer Responsibilities
- Lack of access to Customer’s environment may cause delay in schedule and completion of objectives requested by the Customer.
- Facilitate Customer stakeholder meeting access and attendance at scheduled meetings. Lack of Customer stakeholder availability or attendance at scheduled meetings may impact hour delivery, schedule, or other terms under this agreement.
- Customers will be responsible for prioritizing backlog items for the Consultant. In cases where this is not complete, the Consultant will make their best efforts to align priorities based on discussions and relevant assumptions.
- Organize all of the relevant stakeholders to participate in Discovery, Design, and Validation sessions prior to execution.
6. L5 Assumptions
- Project Management responsibilities will be included in the hours outlined in the invoice.
- Customer delays or incorrect/insufficient information may result in a change order to the extent such matters adversely affect L5’s costs, schedule, or other terms under the Agreement or this Statement of Work.
- Hours will expire at the end of each quarterly period and will not carry over to the following months. Hours not utilized in this time will not be credited or refunded.
- Where Customer Stakeholders are unable to be contacted, L5 will make upto three (3) attempts to contact other relevant champions. The Services Consultant will use their best discretion to work on objectives to best serve the Customer within the hours stated in this contract.
- Scheduled meetings canceled less than 24 hours in advance will result in hours being utilized for the call.
- Services hours in relation to this contract will commence as of the Stated Start Date on the Invoice.
- Customer will assign a point of contact who will be available to answer any questions related to the delivery of services and have authority to make service related decisions.
- Customer acknowledges and agrees that L5 may develop for itself, or for others, content similar to the materials and processes developed in performing the Services, and nothing contained herein precludes L5 from developing or disclosing such materials and information.
- The Services provided in this SOW are non-cancelable and the associated fees paid or payable are non-refundable and cannot be used as a credit towards any other amounts due to L5 without L5’s prior written consent, which may be withheld in its sole discretion.
- In the event of a conflict between this SOW and an invoice, the provisions of the SOW shall take precedence.
- L5 will deliver the required professional services with qualified employees. Should Customer wish to work with a different consultant, L5 will make reasonable attempts to replace the consultant.
- In the event that the Professional Services must be extended beyond the scope and timeline herein the parties shall enter into a change order agreement to deliver such changes at the standard professional services hourly rate.
- Cloud Cover services can be renewed annually, at the discretion of the Customer. Should Customer not wish to renew at the end of the one-year period, Customer should provide a written cancellation notice (via email) to L5, at least 30 days in advance of the end of year. Contract cannot be canceled midway through the 1-year term.
- Invoices will be presented 30 days before the start of the quarter, with net 30 payment terms.
- L5 will allocate the time in the last month of the services contract to perform a knowledge transition with the Customer’s point of contact.
7. Confidentiality
This SOW is proprietary and confidential to L5 and no portion of this SOW may be duplicated or used for any purpose other than to receive the Services from L5 described herein.
Additionally, each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes, but is not limited to, non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services and your Content (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person (except in performance of the Services or as otherwise permitted herein) any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof, or to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services provided by a Company customer success manager or professional services consultant if included in an applicable Order Form (the “Implementation Services”) or support, and (c) all intellectual property rights related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to Company.
8. Warranty
L5 warrants that it will perform its obligations in this SOW in a professional manner. As Customer’s exclusive remedy for L5’s breach of the foregoing warranty, L5 shall make commercially reasonable efforts to correct deficiencies at no additional cost to Customer, provided Customer gives written notice to L5 which describes any deficiencies within thirty (30) days of the earlier of Customer’s discovery of a deficiency or after delivery of the services by L5.