ATTENTION! THE FOLLOWING TERMS AND CONDITIONS (“SCHEDULE”) WILL BE LEGALLY BINDING ON CLIENT UPON EXECUTION OF AN ORDER FORM UNDER WHICH CLIENT PURCHASES A SUBSCRIPTION OR LICENSE TO ONE OR MORE OF THE SERVICES LISTED HEREIN. CLIENT SHOULD CAREFULLY READ THE FOLLOWING SCHEDULE BEFORE EXECUTING AN ORDER FORM.
Unless specifically defined in this Schedule, all capitalized terms will have the meaning set forth in the MSA
“Client Parameters” means Client’s parameters and decision matrices that are required for Baker Hill to provide the Services hereunder, including without limitation all Client marketing profiles.
means Baker Hill’s Master Agreement Standard Terms that is in effect on the Effective Date of the applicable Order Form, the terms of which govern Client’s use of the Programs and Services set forth in the applicable Order Form and may be found here: https://www.bakerhill.com/master-services-agreement/
“Omni-Channel Campaign” means an individual marketing campaign which is typically provided on an ad hoc basis.
“Omni-Channel Marketing” means Baker Hill’s pay-for-performance model of marketing program.
“Omni-Channel New Household Program” means Baker Hill’s optional program that can be added to either the Omni-Channel Marketing program or to a single Omni-Channel Campaign, with a focus on marketing to non-member households to increase Client’s penetration into the market.
“Omni-Channel Onboarding Program” means Baker Hill’s optional program that can be added to either the Omni-Channel Marketing program or to a single Omni-Channel Campaign, with a main purpose of marketing to members who have recently joined Client’s financial institution in an effort to deepen the relationship and build loyalty.
“Omni-Channel Pilot Program” means Baker Hill’s temporary “Try Before You Buy Program” that is offered to Client to build interest in the Omni-Channel Marketing program.
“Omni-Channel Services” means those Omni-Channel offerings defined in this Schedule that Client purchases under the applicable Order Form.
“Third-Party Account” means a unique account established and maintained by Client to enable it to access and user services provided by a third-party via the Internet.
Services, Pricing, and General Terms
1. Omni-Channel Services. If specified in the applicable Order Form, certain components or portions of the Omni-Channel Services may be provided to Client on premises at Client’s site. For Omni-Channel Services provided on premises at Client’s site, Client may not transfer the location of such on premises components to a new location without Baker Hill’s prior written consent. Installation at different locations or access to the Omni-Channel Services across a Wide Area Network (WAN) other than by Client’s authorized employees and agents is not allowed.
2. Technical Support. Baker Hill shall provide Technical Support for the Omni-Channel Services specified in an Order Form pursuant to the terms of the MSA. In addition, Baker Hill may utilize a web-based screen sharing software application to assist in remote diagnosis and resolution of a Technical Support issue. Use of the web-based screen sharing software application will provide a Baker Hill representative with remote access to Client’s desktop workstation. An employee of Client will be present at the desktop workstation at all times during any remote access session. During such remote access session, Baker Hill will not make changes to Client's desktop workstation or computer system without the consent of the employee of Client.
3. Client Responsibilities. The provision of the Omni-Channel Services as specified in an Order Form is conditioned on Client’s acknowledgement of, and agreement to, the following:
- Client shall not copy or distribute the Omni-Channel Services, any Deliverables provided in connection with this Schedule or any Professional Services related hereto or otherwise in connection with the Omni-Channel Services, or any portion of the foregoing (collectively, the “Proprietary Materials”), except as necessary to exercise Client’s rights under the Agreement;
- Client shall not modify, decompile, disassemble, reverse engineer, or create derivative works based on any of the Proprietary Materials;
- Client shall only use the Proprietary Materials in compliance with applicable law, including but not limited to the Laws and Standards and all applicable provisions of copyright and other intellectual property laws. Nothing in this Schedule or any related Order Form shall be deemed to grant Client any ownership rights in the Proprietary Materials other than the limited right to use the same as set forth in the Agreement; and
- Client will promptly deliver to Baker Hill all Client Parameters and base data associated therewith in accordance with the applicable SOW, and Client acknowledges and agrees that: (i) Client is solely responsible for collecting any such base data including, without limitation, opening and/or maintaining any Third-Party Account that may be required to obtain such base data, and (ii) Baker Hill shall have no liability with respect to the content, integrity, or accuracy of Client’s Parameters nor any base data provided by Client.
4. Disclaimers. Except for the representations, warranties, and covenants expressly stated in the MSA, and subject to the additional limitations of liability therein, Baker Hill: (a) makes no additional representation or warranty of any kind – whether express, implied in fact or by operation of law, or statutory – as to any matter whatsoever; (b) disclaims all implied warranties of merchantability, title, noninfringement, fitness for a particular purpose, and the like; and (c) does not warrant that the OMNI-CHANNEL SERVICES described in this Schedule ARE or will be uninterrupted or error-free or meet Client’s requirements.
5. Subscription Plans and Fees. Pricing information is set forth in the applicable Order Form.