Subscription Services Agreement
SUBSCRIPTION SERVICES AGREEMENT
v.8.1.1 20240201
This Subscription Services Agreement (“Agreement”) is entered into on _________________ (the “Effective Date”) between Work Packs, Inc., with principle office at 3945 Forbes Ave., PMB 419 Pittsburgh, PA 15213 (hereinafter “Work Packs”), and ______________________________________ [Customer name] with a place of business at __________________________________________________________________[insert customer address] (hereinafter “Customer”).
1. SUBSCRIPTION SERVICES AND SUPPORT
Work Packs, provider of the WorkPacks software platform (“WorkPacks”), hereby grants to Customer a non-exclusive, non-transferable, worldwide right to permit its Authorized Users to use the Work Packs Services, as described in Exhibit D (the “Services”) during the Term (as defined in Section 5.1 below) in accordance with the Service Level Terms attached hereto as Exhibit A. Such use shall be subject to (i) any documentation provided or made available by Work Packs to users of the Services, and (ii) the terms of this Agreement, which must be signed or accepted by Customer prior to Customer’s first use of the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Work Packs accounts.
1.1 Customer agrees that Work Packs owns all legal right, title and interest in and to Work Packs, Work Packs services, brand. Work Packs agrees that it obtains no right, title or interest from Customer under this Agreement in or to any work products that Customer or Customer Authorized Users solely develop using Work Packs software platform.
Work Packs agrees that it obtains no right, title or interest from Customer under this Agreement in or to any flows or microservices that Customer or Customer Authorized Users solely develop using WorkPacks software platform.
The Software and its internal dataset formats, inclusive of the format of the transformed and conditioned data after input, are considered Intellectual Proprietary of Work Packs. The Customer is not authorized to directly or indirectly reverse engineer, disassemble, decompile, decode, copy, duplicate or sell Work Packs’ designs, reports, functionality, and technologies. The Customer will notify Work Packs upon being aware of any other party having the above behavior(s) toward any of Work Packs’ designs, functionality, and reports.
1.2 Notwithstanding the foregoing, if Work Packs through separate Service Agreement(s), develops or assists in the development of any additional WorkPacks’ module, integration or functionality specified and paid for exclusively by the Customer or develops or assists in the development of any flows or microservices paid for exclusive by the Customer, the Customer shall have sole right, title and interest in and to such scripts and retain ownership of the contributed intellectual property.
1.3 For purposes hereof, “Authorized User” shall mean an employee or independent contractor of Customer who is authorized by Customer to access the Services as a user. Customer shall be responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Customer. Any associates, affiliates and partner organizations or third-party personnel that may be given access to the Services, by the Customer and through mutual agreement with Work Packs, shall also be considered the “Customer” subject to the terms of this Agreement.
1.4 Subject to the terms hereof, Work Packs will use reasonable efforts to provide Customer with technical support services in accordance with the terms set forth in Exhibit B.
2. RESPONSIBILITIES
2.1 Customer represents, warrants, and covenants that Customer will use the Services only in compliance with Work Packs’ standard published policies and documentation then in effect as of the date hereof, a version of date of Agreement in Exhibit E (the “Terms of Use”) and all applicable laws and regulations. Although Work Packs has no obligation to monitor Customer’s use of the Services, Work Packs may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Work Packs represents, warrants, and covenants that it will perform the Services only in compliance with the Terms of Use and all applicable laws and regulations.
2.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.3 Software updates are made periodically, at Work Packs discretion as part of continuing development.
For WorkPacks platform subscription delivered in a Single-Tenant, Customer dedicated environment, the Customer shall be responsible to authorize the migration of software updates from their staging / testing environment (included in Single-Tenant subscriptions) to the production environment. For the software platform to be fully supported by Work Packs, the authorization for migration of updates shall be given within sixty (60) days of release of any such updates. If the customer does not act to authorize migration within sixty (60) days of release of an update, the Customer shall be fully responsible for any supplemental costs for Work Packs to provide service for unsupported or outdated software subscription in the production environment. In such instances, Work Packs shall provide service to update the Customer’s production environment to the latest release version of the WorkPacks platform.
For Multi-Tenant software subscriptions, Work Packs shall automatically deploy software updates, periodically and at its discretion, to the Multi- Tenant production environment.
3. MARKETING
3.1 The parties shall use commercially reasonable efforts to undertake such marketing activities relating to their products and services as they shall mutually agree, including, without limitation, issuing joint press releases, and attending conferences, seminars, training, tradeshows, and Customer demonstrations. The parties agree to jointly review and approve, in writing, all joint marketing work product relating to each party’s products or services prior to any materials being released to the public or such party’s partners. Upon the termination of this Agreement, the parties will have no obligation to promote the other’s products and services and must obtain the permission of the other party to continue promoting the other party’s products and services.
4. TERM AND TERMINATION
4.1 Subject to earlier termination as provided below, this Agreement is a one (1) year term agreement and will automatically renew at the end of this term for a further term of one (1) year unless either party gives the other written notice of termination at least forty-five (45) days prior to the end of the one (1) year term.
4.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured for such thirty (30) day period. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability.
4.3 Upon termination this agreement for any reason, the Client shall have the right to retrieve their data within Thirty (30) days. Work Packs shall assist the Client in retrieving their data and shall provide a secure method for the data to be transferred to the Client or a third party designated by the Client. If the Client fails or opts not to retrieve their data within the specified time frame, Work Packs may, at its discretion, delete the data. The Client shall indemnify and hold harmless Work Packs from any and all claims arising from the Client’s failure to retrieve their data.
5. WARRANTIES AND DISCLAIMER
5.1 Each party represents and warrants to the other that it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement.
5.2 Work Packs shall use reasonable efforts with the professional skills and care to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Work Packs or by third-party providers, or because of other causes beyond Work Packs’ reasonable control, but Work Packs shall use reasonable efforts to provide 48 hours advance notice in writing or by e-mail of any scheduled service disruption. However, Work Packs does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services.
5.3 Except as expressly set forth in this section and in this agreement, the Services (outlined in Exhibit D), including training and delivery services, are provided “as is” and each party disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
6. LIMITATION OF LIABILITY
6.1 Notwithstanding anything to the contrary, except for bodily injury of a person, each party and its respective suppliers, officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or Terms of Use related thereto under any contract, negligence, strict liability or other theory: (a) for any indirect, exemplary, incidental, special or consequential damages; (b) for any matter beyond either party’s reasonable control, in each case, whether or not the party has been advised of the possibility of such damages.
7. NONSOLICITATION OF CUSTOMERS, CLIENTS AND EMPLOYEES
During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, each party hereto (the “Covenanting Party”) agrees that it shall not: (a) directly or indirectly request or advise any customer or client of the other party to withdraw, curtail, or cancel such customer’s or client’s business with the other party; (b) directly or indirectly disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of the other party; (c) induce or attempt to induce any employee, agent or former employee or agent of the other party to leave the employ of the other party, or hire any such employee, agent or former employee or agent in any business or capacity; or (e) make any statement disparaging the other party, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever.
8. EXPORT COMPLIANCE
Work Packs’ policy it to comply fully with all applicable international and national export control and sanctions laws, regulations, orders, decrees, and lists (collectively, “Trade Control Laws”), including, but not limited to, the U.S. Export Administration Regulations, the UK Export Control Order 2008, the EU Dual-Use Regulation (EU) No. 2021/821, the U.S. Office of Foreign Asset Control (OFAC) Regulations, and the UK Sanctions and Anti-Money Laundering Act 2018 (each as amended, updated, supplemented, or otherwise modified from time to time), as well as all applicable Trade Control Laws of the country(ies) in which Work Packs’ the products and services are purchased, operated, provided, incorporated, transferred, used or received.
It is Work Packs’ policy to maintain an adequate compliance program to enable its compliance with Trade Control Laws, including appropriate customer due diligence procedures and use of restricted party screening tools. Within our Service Agreements we ask our customer to comply with Trade Control Laws. WorkPacks may not be, sold, exported, re-exported, or transferred to or otherwise used by: (i) Export Denied Parties, including but not limited to those designated on the U.S. Bureau of Industry and Security (BIS) Entity List, BIS Denied Persons List, BIS Unverified List, BIS Military End User Lists, or any other list of parties subject to export denial maintained by an applicable jurisdiction; (ii) Sanctioned Parties, including but not limited to parties identified on, or 50% or more owned or controlled by parties on, the U.S. Specially Designated Nationals List and Blocked Persons, the Consolidated List of Financial Sanctions Targets in the UK, the consolidated list of persons, groups and entities subject to EU financial sanctions, or any other list of parties subject to sanctions, asset freezing or other transaction ban maintained by an applicable jurisdiction; (iii) to or involving regions subject to a comprehensive trade embargo (currently the Crimea, Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria); (iv) in support of any prohibited end use or activity, including but not limited to activities relating to nuclear proliferation, biological or chemical weapons, missiles or rocket systems, human rights violations, unauthorized surveillance, nuclear facilities not subject to IAEA safeguards or located in countries subject to nuclear restrictions imposed by the US, UK, EU or UN, or restricted military or military-intelligence activities including military end users or end uses in any country subject to an arms embargo maintained by the US, UK, EU or UN; (v) for any party, use, or project that is prohibited under sectoral sanctions (such as those relating to the energy, financial, technology, professional services, maritime, aviation or military/defense sectors in Russia); or (vi) otherwise without a government license or authorization when one is required under applicable Trade Control Laws.
The Customer agrees and warrants that neither the Customer, any owner, director, officer nor employee of the Customer, nor as far as the Customer is aware any person acting on its behalf, is: (i) an Export Denied Party, (ii) a Sanctioned Party, (iii) ordinarily resident in, organized under the laws of, or predominantly operating in an embargoed region, or (iv) engaged in any prohibited end user or activity.
Any change in the Customer’s status under Trade Control Laws as represented above, or any change in the Trade Control Laws that makes continued performance illegal or practically infeasible, shall constitute grounds for immediate termination of this Agreement, in which event Customer shall not be entitled to any refund or other compensation under this Agreement.
If the WorkPacks platform is directly or indirectly used in breach of Trade Control Laws, Work Packs is not obligated to provide any service or technical support to the Customer and Work Packs reserves the right to immediately terminate this Agreement, including any applicable Addenda, as well as any software subscriptions / licenses, support agreements, or customer accounts, without notice, and without reimbursement of and payment made or any credit amounts due to the Customer.
The WorkPacks platform shall not be used by the customer, ifs associates or users to process and / or store and data that is subject to Export Regulation or Trade Control Laws without prior disclosure to and authorization by Work Packs. The processing of data that is subject to Export Regulation or Trade Control Laws my require that Work Packs apply for its own Export License in relation to the Customers processing and storage of such data within the WorkPacks platform. If such Export Licensed is required, the Customer shall bear all costs associated with obtaining such license by Work Packs on behalf o the Customers use of the platform.
The Customer shall indemnify, reimburse, defend and hold Work Packs harmless for any claims, causes of action, legal proceedings (including any costs associated with investigations or inquiries by a governmental agency or entity), fines or penalties arising out of or in connection with Customer’s inaccurate representation regarding the data being processed, destination country, the end use or end user of the products, compliance with required government authorizations, or Customer’s breach or alleged breach of Trade Control Laws. This provision shall survive any termination of this Agreement.
9. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent. This Agreement between the parties is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications of this Agreement must be in a writing signed by both parties, except as may otherwise be provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Work Packs in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; ten (10) calendar days after it is sent, if sent by UPS or another internationally recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed and construed in accordance with the laws of Switzerland. All disputes arising in connection with this Agreement, which cannot be amicably settled by the parties, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators; each party to appoint one (1) arbitrator and the appointed arbitrators to appoint the lase arbitrator in accordance with said Rules. The place of arbitration shall be Harris County, Texas USA and the language of the arbitration shall be English. Customer agrees to reasonably cooperate with Work Packs to serve as a reference account upon request.
In witness whereof, the parties hereto have executed this Agreement as of the day, month and year first above written.
WORK PACKS, INC.: CUSTOMER NAME:
By: By:
Name: Robert Blackmon Name:
Title: Chief Executive Officer Title:
EXHIBIT A
Service Level Terms
The Services shall be available 99.5%, measured monthly. Customer’s sole and exclusive remedy, and Work Packs’ entire liability, in connection with Service availability shall be that for each month during which the Monthly Uptime Percentage (as defined below) was less than 99.5%, Work Packs will credit Customer the percentage of the monthly Fees for the Covered Services in a subsequent month as set forth in the table below, provided that no more than one such credit will accrue per day. To receive Downtime credit, Customer must notify Work Packs in writing within thirty (30) days from the time Customer becomes eligible to receive such credit, and failure to provide such notice will forfeit the right to receive Downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits of fifty percent (50%) of the Fees for Covered Services for the month to which such credits relate. Such credits shall be applied within sixty (60) days after the credits were requested.
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Monthly Uptime Percentage |
Percentage of Monthly Fees for Covered Service which does not meet SLA that will be Credited to Future Monthly Bill of Customer |
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90.0% – < 99.5% |
5% |
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< 90.0% |
10% |
A standard Work Packs instance deployment is configured to guarantee high availability, very high data durability and disaster recovery features. Work Packs utilize Microsoft Azure for Customer Data Storage. The Work Packs software services are based on interconnecting and harvesting data from other 3rd Party applications and data stores, and consequently, service availability commitments are lower than would be expected for a standalone application.
Any downtime resulting from or relating to the following shall be excluded from the calculation: (a) features designated Alpha or Beta (unless otherwise set forth in the associated documentation), (b) features excluded from these service level terms (in the associated documentation), or (c) errors (i) caused by factors outside of Work Packs’ reasonable control; (ii) that resulted from Customer designed microservices or scripts, external software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate this Agreement or Work Packs’ policies. Further, Work Packs’ blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Work Packs to provide adequate service levels under this Agreement.
DEFINITIONS
For purposes of this Exhibit [A], the following terms shall have the following meanings:
- “Covered Service” means the Services [and any other services listed in the Agreement].
- “Downtime” means the software is not operating or is inaccessible.
- “Downtime Period” means for a period of five consecutive minutes of Downtime. Intermittent Downtime for a period of less than five minutes will not be counted towards any Downtime Periods.
- “Monthly Uptime Percentage” means the total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
EXHIBIT B
Managed Services & Support
Technical Support System
Work Packs or its partners will be providing first-, second- and third-line support for the platform. This support is included in the contract cost for any identified bugs. Change requests are billed separately.
“Level One Support” means answering and logging requests for technical support; confirming that the entities requesting technical support are paid subscribers of Work Packs and are eligible to receive technical support; directly answering questions and resolving issues that can be addressed through use of Software manuals and similar resources; tracking and reporting technical support requests and resolution statuses; translating communications, if any, to and from technical support.
“Level Two Support” means providing all required technical support directly to End Users, duplicating problems described in technical support requests, exercising best efforts to develop workarounds to problems, generating detailed descriptions of problems and requests.
“Level Three Support” means developing complex workarounds, fixing problems in the Software code and manufacturing updates and upgrades to the Software, and bug fixes, patches and service packs for the Software.
RESPONSE TIME
Response time is the time between when an issue is reported and when the status is changed to “Work in Progress” by Work Packs. Work Packs commits to Initial response targets as well as Update Frequency based on the success plan enrollment tier of the Customer as well as the Priority of the issue being raised.
Initial Response Target (IRT*):
Depending upon the Customer success plan enrollment tier and the priority level of the case, Work Packs Customer Support applies the initial response targets shown in the table below when handling the case. The initial response target is met when the first activity related to the case is:
- performed by the Level 1 technical support engineer AND
- is communicated to the client or is viewable as an activity under the case details in the case management area of the Support Center website AND
- is performed within the target amount of time shown in the chart
Note: The elapsed time for the purposes of determining whether Initial Response Target is met is the time elapsed during the normal business hours of Work Packs Customer Support regional center, except for P1 enquiries where the elapsed time includes both business hours and after-hours.
In addition, Work Packs customer support will provide regular updates on the issue based on the priority level of the case and the Customer success plan enrollment tier. The Update Frequency (UF*) is detailed in the table below.
Note: The update frequency schedule is based on the time elapsed during the normal business hours of Work Packs Customer Support regional center, except for P1 enquiries where the elapsed time includes both business hours and after-hours.
After termination or expiration of this Agreement, Licensor also agrees to provide the above described support for the term of any End-User subscriptions in effect at the time of termination provided that the subscription is fully paid.
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Level Of Service |
Signature |
Premier |
Standard |
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P1 |
Critical: System or process downtime, loss of essential function, critical business or operational impact, human safety or environmental impact. |
IRT: 30mins UF: 6 hours |
IRT: 1 hour UF: 12 hours |
IRT: 2 hours UF: once per day |
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P2 |
Serious: Feature(s) inoperable, no evident workaround, failure of one or more components, degraded operation of an essential function, potential business or operational impact, up against a hard deadline. |
IRT: 1 hour UF: once per day |
IRT: 2 hours UF: once per day |
IRT: 4 hours UF: 2 days |
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P3 |
Moderate: Feature is inoperable and a workaround is possible, operational question, minimal or no business or operational impact. |
IRT: 8 hours UF: 3 days |
IRT: 12 hours UF: 4 days |
IRT: 16 hours UF: 5 days |
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P4 |
Informational: Informational question, no business or operational impact, customer request, or next day call back is acceptable.
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IRT: 12 hours UF: 5 days |
IRT: 16 hours UF: 5 days |
IRT: 24 hours UF: 8 days |
RESOLUTION TIME
Resolution time is the time between when the status of an issue or request is changed to “Work in Progress” by Work Packs when the status of that issue or request is changed to “Resolved”.
While it is Work Packs intent to resolve the customer case as quickly as possible, Work Packs cannot project an exact resolution at the onset of the issue. This is because it depends on the complexity of the question or issue and the speed at which the licensor receives any requested documentation or diagnostic output from the customer.
Work Packs will make every effort to resolve issues covered under this agreement quickly and effectively. If the resolution is not possible by end of business day, Work Packs will notify the designated Customer contact and discuss any possible alternatives (if relevant). For issues related to application downtime, Work Packs will continue working on a 24/7 basis, wherever there is no external dependency which prevents this, such as a 3rd party software provider, until any availability related issues are resolved.
In the event that Work Packs cannot resolve the issue without assistance from 3rd party such as Customer or a Software Provider, they will change the issue status to “Pending” and the calculation of resolution time is stopped while the issue has this status. If the dependency is on Customer, Work Packs will notify the designated contact of this issue by email.
Work Packs Responsibilities
Service Delivery Vehicles.
For Multi-Tenant subscriptions, Work Packs shall perform support services by means of a continuous-delivery mechanism such that any fixes are deployed simultaneously to all subscriptions.
For Single-Tenant Subscriptions, Work Packs shall deploy fixes and support on a case by case basis in coordination with the Customer.
Service Request Tracking. Work Packs will provide Customer access to its Service Request tracking system.
Software Updates.
Updates.
For Multi-Tenant subscriptions, Work Packs will make, directly to the Software hosted in the cloud, all revisions, updates, modifications, corrections, releases, versions, fixes, temporary fixes and enhancements, and other updates to the Software. Such Updates will not degrade the performance, functioning or operation of the Software provided hereunder.
For Single-Tenant Subscriptions, Licensor shall deploy updates on a case-by-case basis in coordination with the AVEVA or the End User.
Forward and Backward Compatibility. Work Packs represents and warrants that all Software, including any future releases or versions thereof, will have forward and backward compatibility with any future or previous releases or versions of Software. Work Packs will immediately notify the customer, in writing, of any Software that does not meet the compatibility requirements and use best efforts to resolve (with minimal impact on End Users), such compatibility issues within a commercially reasonable period of time. At a minimum, Work Packs will provide forward and backward compatibility between any three (3) consecutive releases or versions of the Software.
EXHIBIT C
Excluded
EXHIBIT D
Work Packs Licensed Software
Overview:
Detailed description of Licensed Software covered by this Agreement.
Work Packs is offered as a comprehensive bundle. Individual modules are not offered as standalone products.
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Product |
Short Description |
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WorkPacks |
WorkPacks is a modern construction management platform built around methodologies of Advanced Work Packaging (AWP) to enable owners, EPCs, and constructors to harness project data in 1D, 2D, and 3D into effective work-packages, allowing them to map out work breakdown structures and plan sequences of the packages to drive information flow and productivity on projects. As a standard, the WorkPacks solution is delivered as a Multi-Tenant cloud hosted Software as a Service (SaaS). Work Packs also offers services and Single-Tenant cloud hosting, where required, to enable solution delivery.
WorkPacks includes a data integration manager (DELTA) that is built in alignment with industry best practices (including Construction Industry Institute publication CII-FR-TC-03) and embedded with Advanced Work Packaging business logic for data management. DELTA acts as central integration framework that provides flexible and customizable data integration and interoperability across the disparate information systems and applications that are encountered on construction projects of all sizes. WorkPacks’ DELTA builds and maintains the data pipeline to keep the work packaging environment up to date and pertinent with potential for the entire data ecosystem.
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WorkPacks Plan
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WorkPacks Plan functionality allows the project team to engage in the early development of the Path of Construction, well before establishing a 3D model. Plan can lead and perform constructability reviews and analysis through definition of project work scope, available documents, and simplified 2D visualizations. The constructability strategy is updated as the engineering design sets evolve.
Key Features include: § Early Path of Construction Planning § Interactive Plot Plans § Auto-generation of CWPs, EWPs and PWPs § Auto-generation of AWP Activities and Schedule § AWP Schedule Simulation § Auto-Generation of Required on Site dates for Engineering and Procurement deliverables
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WorkPacks Delta |
WorkPacks Delta connects information and project stakeholders across vendor point solutions, engineering platforms, and construction automation tools based upon AWP Best Practices. WorkPacks Delta orchestrates the EPC Systems Integration for AWP using the AWP Digital Threads, along with a suite of highly proprietary and confidential business logic micro-services.
Key Features include: · Digital Threads · Data Validations · Revision Change Management · Low code to no code flow solutions · Seamless Integration of EPC Systems · Support of Digital Twin development
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WorkPacks Build |
WorkPacks functionality for the Builder offers an automation tool for the creation of the Work Packages and the Release Plan based on package type, purpose, and user-specified rules. Build accesses a library of package templates along with the ability for users to build and define their own package structure.
Key Features include: § Graphical and Non-Graphical Work Packaging Creation § Auto-Generation of Package Content: Snapshots, Docs, BOM, Tags, Worksteps, Manhours. § Next-Gen Package Templates & Package Publishing § Constraint Management § 4D Work Package Sequencing § Mobile app for work package viewing and progress collection
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WorkPacks Analyze |
WorkPacks Analyze enables effective management of the construction / project progress by providing PowerBI dashboard reports and status visualizations. WorkPacks enables X-D™ visualization of data, and management reports on packages and constraints.
Key Features include: § Managing a portfolio of projects at an enterprise level § Status Visualization § Project Schedule 4D visualization § AWP Dashboard, Reports, and KPIs
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Based on roadmap and development activities, new features and capability will be added to this offer on a regular basis.
WorkPacks Product Detail
WorkPacks is a lightweight and scalable digital Advanced Work Packaging (AWP) platform with guided Path of Construction (POC) planning that enables sequencing, production, and completion of work packages in an intuitive visual reporting environment.
WorkPacks delivers functionality that enables owners, EPCs, and constructors to harness project data into effective work-packages allowing them to map out work breakdown structures and plan sequences of the packages to drive information flow and productivity on projects.
The WorkPacks digital work packaging system enables improved collaboration across various project stakeholders; facilitates deployment and management of work packaging for projects from early planning through completion.
WorkPacks allows project teams to plan more efficiently and effectively and track and issue constraint-free work packages for execution. WorkPacks allows project and maintenance leads to manage, develop, and access content for AWP on projects from early in-project planning through start-up and hand-over to operations.
The WorkPacks core feature set allows users to:
- Establish a Visual reporting environment based on the 2D or 3D project data from a wide variety of sources and formats.
- Set up the AWP project breakdown through Path of Construction (POC) planning sessions, starting with initial definition Construction Work Areas (CWAs), Construction Work Packages (CWPs), and eventually building Installation Work Packages (IWPs) through integration of the project data into the WorkPacks environment.
- Call upon an in-house library of IWP templates or build custom IWP templates to meet the users’ needs.
- Establish a Virtual Construction Model (VCM) and build 4D, 5D and XD™ visualization dimension by applying various lenses of data, on top of the visual environment.
- Track packages, clear constraints, and close out IWPs to progress the project.
WorkPacks includes a data integration layer (DELTA) which is an Advanced Work Packaging (AWP) focused, central integration framework that provides flexible and customizable data integration and interoperability across the disparate information systems and platforms encountered on construction projects of all sizes. The framework is comprised of a set of layered functionalities including:
- An ever-growing library of Microservices and AWP-based Business Logic Flows.
- A customizable set of Data Templates, built upon industry best practices (CII-FR-TC-03) to facilitate migration of project data from individual point sources into WorkPacks.
- Logical Flows, Microservices, and Data Templates can be called upon by an onboard 5th generation (“low to no-code”) programming environment to orchestrate data exchange across the project technical stack.
- An appropriate environment for big data scalability to address existing data processing bottlenecks that often surface when applying AWP on mega and giga projects.
- Optional native Delta Lake and Change Management capabilities.
- A robust back-end architecture to support AI and Machine Learning analytics on AWP data.
- A reference library of AWP knowledge that enables project users to participate in AWP data flows with confidence without being AWP experts.
WorkPacks can be deployed in two forms: Multi-Tenant and Single-Tenant environments.
In the Multi-Tenant subscription:
- The Software is installed on servers hosted by WorkPacks, sharing a common core database for all clients.
- Client data reside on a server environment that is shared amongst various clients. These data are separated by logical barriers on the servers to ensure accessibility only to the specific client.
The Multi-Tenant environment is appropriate for entry level subscribers and smaller project portfolios. There are limits on data size and processing load that may require a user to migrate from Multi-Tenant to Single-Tenant subscription.
In a Single-Tenant subscription:
- The Software is installed on servers hosted by Licensor or by the End User or others.
- These data for different projects within this environment will be separated by logical barriers on the servers.
- For the Single-Tenant offering, server administration remains to be managed by WorkPacks.
- Single-Tenant subscriptions are granted unlimited seats. Seats may be opened to 3rd parties upon mutual agreement with Work Packs.
The Single-Tenant environment is appropriate for larger subscribers, regional project offices, geographies where it is mandated by national policy, refineries/facilities, larger EPCs, enterprises, or mega/giga projects who have complex project portfolios, complex project data stores and multi layered needs. Specifically, it fits the needs of large clients who require their data to be privately stored.
As a standard, WorkPacks is offered in two sales models:
WorkPacks Platform, delivered in a secure multi-Tenant environment and offered with unlimited seats. The platform is appropriate for Projects, Project Portfolios and Enterprises. The platform is priced according to the Total Investment Cost (TIC) of the projects or portfolio. All functionality (Plan, Delta, Build, and Analyze) is included as part of the Platform delivery.
WorkPacks QuickStart, delivered in a secure multi-Tenant environment and offered on a per seat basis. QuickStart is appropriate for organizations that have limited users count or limited use cases or appropriate for Projects, Project Portfolios and Enterprises that want to perform a Proof of Concept of Pilot of the software. QuickStart has scalable pricing model where seats are sold in bundles and the price per seat reduces with increased commitment of seat count. All functionality (Plan, Delta, Build and Analyze) is included as part of QuickStart delivery.
For both QuickStart subscriptions and Platform Subscriptions, the subscription is based upon a fixed amount of data storage allocated to the subscriber, either proportional to the number of QuickStart Seats or Proportional to the size of the Platform. For both QuickStart subscriptions or Platform subscriptions (multi-tenant or single tenant), additional memory / storage is available through the addition of Data Packs (allocations of additional storage in increments of Terabytes).
Work Packs Services
WorkPacks has three (3) level of Client Success Plans. Description and details of each are provided below.
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Standard Success Plan |
Premier Success Plan |
Signature Success Plan |
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Included in SaaS Pricing |
Provided as an Optional Cost Adder based on the Platform Size |
Provided as an Optional Cost Adder based on the Platform Size |
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ü On-board and published web content enable users to learn at your own pace with quick, self-guided resources. ü Take advantage of our built-in tools with experience-based guides for the self-starter. ü Learn best practices from a global community. ü Upskill your teams with on-demand resource augmentation. ü Onboard help desk and support ticketing from within the App. |
ü Improved Initial Response Time ü Improved Update Frequency ü Fast track success with easy and expert guidance tailored to your business objectives. ü Exclusive coaching from WorkPacks experts. ü Gain actionable insights from personalized assessments and business value reviews. ü Minimize disruptions to your business with fast access to business day support (24/7). ü Includes all support aspects of the Standard Success Plan |
ü Highest Level of Initial Response Time ü Highest Level of Update Frequency ü Maximize ROI with proactive, personalized expertise to drive efficiency, productivity, and cost savings. ü Experience the deepest level of partnership with a designated Technical Account Manager ü Benefit from personalized data-driven insights and technical reviews ü Prevent disruption with proactive monitoring and key event management ü Fastest response times from our most skilled support engineers (24/7/365) ü Includes all support aspects of the Premier and the Standard Success Plan ü Addition of a set number of solution flows per month (based on Platform size), approximately 4 to 6 hours of effort each. ü Addition of a set number of Ad-hoc calls/ meetings per month (based on Platform size), (60 min. to 90 min. each) to provide consultation/answer questions. ü Bi-weekly roll out session for continuous training on newly added features and workflows ü Bi-weekly working group meetings for issue tracking (tickets) |
Work Packs provides Deployment and Implementation as a cost adder to the subscription. The fee is generally structured as a One – Time Lump Sum fee per project, with price varying based on the size of the subscription / platform.
Deployment and Implementation target a fixed set of desired outcomes that include the following Deployment and Implementation Activities:
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Project Kick-Off Items (all items included in standard deployment) · Project Kick-Off Workshop · Requirements Gathering Workshop · Data Functional Specification Deliverable · Data and Feature Requirements Checklist Deliverable · Data Assessment |
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Installation and Deployment (all items included in standard deployment) · WorkPacks Project Setup · User Access Granted to WorkPacks · User Compliance Screening |
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Configuration / Data Administration (Standard implementation includes flat file exchange only, per Digital Thread (DT) templates for the base flows marked as DT and with initial customized configuration for the flows marked as Initial Config. Further integrations are not included—Additional Support is available for Custom Integrations upon request) |
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– Master Data Connections Initial Configuration – Base Flows for: o Data Acquisition (DT) o VCM processing (Initial Config) o TEKLA/CAD Alignment (Initial Config) o ISO/CAD Alignment (Initial Config) o Engineering Lists (DT) |
o Schedule (p6) (DT) o Document Management (DT) o Material Management (DT) o WorkSTEPS/ Manhour Norms (DT) o Data Validation (Initial Config) o StatViz (Initial Config) |
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Functional Support during Delivery – Client to nominate five (5) items for focused support during the Deployment program. Selection to be based on the target use cases. The following list represents standard functionalities within WorkPacks. For a deployment Program on a Project, a client shall select approximately (5) functionalities that will become the use case focus of Work Packs support and hands on coaching during Deployment. The goal of this is to help the client build initial use cases with the software. Hands on coaching of these functionalities occurs ideal as part of the Deployment. |
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· 2D Plot Plan Markups · AWP Master Index Automation/Importing · 2D CWP Visualizations · Early BOQ by CWP Estimate Importing · 2D BOQ Visualizations · AWP Schedule / Path of Construction Automation/Importing · 2D Path of Construction Visualizations · E&P Deliverable Dates Automation/Importing · Construction Readiness Date Tracking Board · Scoping CWPs – Graphical · 4D Path of Construction Visualizations · IWP Types Configuration |
· Front Line Supervisor Configuration · Trades / Human Resources Configuration · Scoping IWPs – Graphical and Non-Graphical · Sequencing IWPs / IWP Release Plans · 4D IWP Release Plan Playback · Constraints Configuration & Management · Publishing Work Packages · Releasing IWPs to the Field · Viewing Digital Work Packages · Field User Access (Mobile Application) Progressing Package Status & Visualization · AWP Dashboards, Reports, and KPIs |
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Implementation Closeout – Solution Document Deliverable – Implementation Closeout Summary Deliverable |
Training: Work Packs offers training services as virtual or in-person sessions. Training is focused on the following groupings:
- SME User Training – for users at the work face planning, packaging and oversight level
- Data Administrator Training – for the users associated with management of the data environment and management of the Virtual Construction Model (VCM).
In general training is offered as:
Structured as weekly courses for both SME Users and Data / VDM Administrators
- Structured as weekly courses for both SME Users and Data / VDM Administrators
- Per Week, Daily Sessions up to (4) hours each and the assumption of continuous / consecutive scheduling.
- As a standard, Class sizes will be limited to (20) SME Users or (5) Data Administrators based on the training type. Training programs can be scaled based on size of class and participants needs.
- Depending on the Client’s project portfolio and resourcing, multiple training sessions may be required.
- For In-Person training, Travel is excluded from Training Fees and will be charged at a cost plus 10% basis.
EXHIBIT E
Terms of Use
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING WORKPACKS. IF THE CUSTOMER DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE WORKPACKS.
1. INTRODUCTION
The website www.workpacks.com (or alternatively client / project specific websites), the APIs and all the services that are provided (hereinafter referred to as “Sites”) are provided by Work Packs Inc., a C-Corporation organized under the laws of Delaware, USA, whose registered principal office is at 3945 Forbes Ave., PMB 419 Pittsburgh, PA 15313, “we,” “us”. The Customer’s use of the Site constitutes the Customer’s agreement to follow and be bound by this agreement (the “Agreement”).
It is the Customer’s responsibility to ascertain and obey all applicable local, state, federal and international laws in regard to the use of the Site. By using our Site, the Customer represent that such Site will be used only in a lawful manner.
2. ACCURACY OF INFORMATION
We attempt to ensure complete, accurate and current information on the Site(s). Despite our efforts, the information on the Site(s) may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Site. We reserve the right, without prior notice, to refuse service to any customer.
3. INTELLECTUAL PROPERTY RIGHTS
The Sites, the design of the Sites and all text, graphics, information, content, and other material displayed on the Sites are the property of Work Packs, its affiliates or licensors, are protected by copyright, trademark and other laws and may not be used except as permitted in this Agreement or with prior written permission of the owner of such material. Work Packs gives the Customer permission to download, copy or print the content and other downloadable materials displayed on the Site. All copyright notices and other identifying information should not be removed from downloaded materials. The Customer may not modify the information or materials displayed on the Site in any way or, except as noted above, reproduce, publicly display, perform, transmit or distribute, exploit or otherwise use any such information or materials in any way for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, and other laws and regulations.
4. TRADEMARKS
Unless otherwise noted, the trademarks, trade names, service marks and logos used or displayed on the Site are registered and unregistered trademarks, trade names and service marks of Work Packs and its affiliates or business partners. Nothing contained on the Site grants or should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Site without the written permission of Work Packs or such other owner.
5. LINKING TO THE SITES
Creating or maintaining any link from another web site to any page on the Sites (Work Packs) without our prior written permission is prohibited. Running or displaying the Sites or any information or material displayed on the Sites in frames or through similar means on another web site without our prior written permission is prohibited. Any permitted links to the Sites must comply will all applicable laws, rules and regulations.
6. THIRD PARTY LINKS
From time to time, the Sites may contain links to web sites that are not owned, operated or controlled by Work Packs. All such links are provided solely as a convenience to the Customer. If the Customer uses these links, the Customer will leave the Sites. Thus, Work Packs is not responsible for the content of linked third-party sites and does not make any representations regarding the privacy practices of, or any information or product or accuracy of materials found on such third-party web sites. The Customer’s use of third-party web sites is subject to the terms of use for such sites. If the Customer decides to access any of the third-party web sites linked to the Site, the Customer does so entirely at its own risk.
7. INAPPROPRIATE MATERIAL
7.1 – The Customer is prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that the Customer has violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
7.2 – The Customer is prohibited to upload viruses or other malicious code.
7.3 – The Customer is prohibited to do anything that could disable, overburden, or impair the proper working or appearance of the Site, such as a denial of service attack or interference with page rendering or other functionality.
7.4 – The Customer is prohibited to facilitate or encourage any violations of this Agreement or our policies.
8. DISCLAIMERS
Access to the Sites and the information contained therein is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, Work Packs disclaims all warranties of any kind, either express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.
Without limiting the foregoing, Work Packs does not warrant that access to the Sites will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Work Packs make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Sites or any of the information contained therein. The Customer expressly agrees that its use of Sites and its reliance upon any of its contents is at the Customer sole risk.
The Customer shall be solely and fully responsible for any damage to the Sites, services or any computer system, any loss of data, or any improper use or disclosure of information on the Sites caused by willful misconduct and/or gross negligence of the Customer’s or any person of the Customer, if applicable. Work Packs cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for the Customer’s misuse of any of advice, ideas, information, instructions or guidelines accessed through the Sites.
9. LIMITATIONS OF LIABILITY
In the event of any problem with the Sites or any of its content, the Customer agrees that its sole remedy is to cease using the Sites. Under no circumstances shall Work Packs or any Work Packs licensor be liable in any way for the Customer’s use of the Sites or any of its content, including, but not limited to, any errors or omissions in any content, any infringement by any content of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of Sites or any content.
Under no circumstances shall Work Packs or its licensors be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on the Customer’s computer(s) or otherwise) arising from or in connection with the Customer’s use of the Sites, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if we or they have been advised of the possibility of such damages.
The Customer hereby releases Work Packs and holds Work Packs and its licensors providers harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Customer’s use of the Sites. The Customer’s waive the provisions of any state or local law limiting or prohibiting a general release.
10. LICENSE
Work Packs grants the Customer a limited, non-exclusive license to access and use the Sites for the Customer’s own purposes. This license is granted to the Customer and its associated users (subject to mutual agreement) and may not be assigned or sublicensed to anyone else. The Customer may use the Sites to evaluate the service but may not use the Sites for commercial purposes unless the Customer has established and maintained a payment account with Work Packs to use the Sites commercially.
11. CHOICE OF LAW; JURISDICTION < per Art.9 of Subscription Services Agreement >
12. CHANGES TO THE SITE
With respect to the provision of Art.2.1 of the Subscription Services Agreement, WorkPacks reserves the right to change, suspend, or discontinue all or any aspect of the Sites at any time without notice.
13. INDEMNITY
The Customer agrees to indemnify and hold Work Packs and our parents, affiliates (and their franchisees and licensees), and subsidiaries, officers, directors, employees, successors, and assigns, harmless from any claim, loss or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Customer’s improper use of our Sites, its improper connection to our Sites, its violation of this Agreement, or its violation of any rights of another party. This indemnity survives termination of this Agreement.
14. DOMESTIC USE; EXPORT RESTRICTION
We maintain the Sites from our offices in the United States of America. We make no representation that the Sites or its content (including, without limitation, the services available on or through the Sites) are appropriate or available for use in other locations. Users who access the Sites from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain technical data and software to certain territories. No content from the Sites may be downloaded in violation of United States law.
15. GENERAL
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
16. ADDITIONAL ASSISTANCE
If the Customer does not understand any of the foregoing Agreement or if the Customer has any questions or comments, we invite the Customer to contact us at Work Packs Inc. 3945 Forbes Ave., PMB 419 Pittsburgh, PA 15213.
