Software Schedule (Varicent Concert)

The following are the specific terms and conditions for the Software entitled “Varicent Concert” (“Varicent Concert”) ordered by Customer as a Cloud Service pursuant to the Varicent Cloud Service Agreement (the “Agreement”) at https://www.varicent.com/legal_agreements.

1. DEFINITIONS

   Capitalized terms shall have the meanings set forth in this Schedule or elsewhere in the Agreement.

2. DESCRIPTION OF VARICENT CONCERT CLOUD SERVICE

   2.1. Varicent charges for use of Varicent Concert on a “per Entitlement” basis. What constitutes a single “Entitlement” for Varicent Concert is described below. Customer shall purchase sufficient Entitlements for its intended and actual use of the Cloud Service. Additional Entitlements may be added at any time upon the Parties’ execution of an Order for such Entitlements.

   2.2. VARICENT CONCERT. The Varicent Concert Cloud Service provides users the ability to run accurate, efficient, and transparent commission and bonus plans. The Cloud Service for Varicent Concert includes access to the Varicent Concert web application.

   2.2.1. Payee. One Entitlement per Payee. A “Payee is an Authorized User who is participating in one or more programs being managed or tracked by Customer or any of its Subsidiaries using the Cloud Service.

   2.2.2. Additional Payees; Add-Ons. Customer may reassign Entitlements from time to time to new Payees who replace former Payees who no longer use or need access to the Cloud Service or for whom Customer is no longer calculating, processing, modeling or storing compensation. Customer, however, may not allow more than one individual Payee to use or otherwise share a single Entitlement. Unless otherwise specified in the relevant Order, Varicent shall charge Customer for a full billing month if Customer adds or purchases additional Payees during a Subscription Term (such Payees referred to as “add-ons”) on or before the 20th day of a billing month. For add-ons purchased after the 20th day of a billing month, Varicent shall charge Customer commencing on the following month. By using any additional Entitlements during a Subscription Term, Customer agrees to be responsible for payment of the additional fees in relation thereto. The rate for add-ons shall be the same as the per-Payee rate applicable to Customer’s existing Subscription in effect at the time Customer purchases the add-on unless otherwise outlined in an applicable Order.

3. ADDITIONAL ACCESS AND USE OF THE CLOUD SERVICE TERMS

   3.1. Customer agrees that Customer Data that is exported from Varicent Concert to another Varicent Software product shall be governed only by the terms and conditions of the Software Schedule for the product in which the data is stored, and not by this Software Schedule. Furthermore, Customer acknowledges and agrees that Varicent's assistance with the transfer of Customer Data to another Varicent Software product, by automatic means or manually at Customer's direction, is compliant with Varicent's obligations in the Agreement and the license in Section 8.1 therein.

   3.2. Customer is responsible for: (a) creating accounts for Authorized Users; (b) all activities that occur under the Authorized Users’ accounts; (b) maintaining the security and confidentiality of all user names and passwords for the Admin Account and each Authorized User account; and (c) any loss or damage suffered by Customer or Varicent as a result of Customer’s, any of its Subsidiaries’, or any Authorized User’s failure to adequately safeguard any such account information. Customer shall promptly notify Varicent of any unauthorized use of any username, password, or account or any other known or suspected breach of security.

   3.3. Customer grants Varicent a nonexclusive, worldwide, royalty-free, license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use Customer Data in anonymized and aggregated form for generating Customer Data in anonymized and aggregated form for generating “Benchmarking Statistics” relating to industry trends, provided that the anonymized data does not include information that identifies or provides a reasonable basis to identify a company or an individual, where, without limitation, the following identifiers have been removed: company names and the names of individuals, addresses, phone numbers, e-mail address(es) and any other information which could reasonably be anticipated to identify, when taken in the aggregate, a specific company, organization or individual.

4. SUPPORT

   4.1. Varicent will provide Customer with Support Services for Varicent Concert as described below in “Appendix 1: Varicent Concert Support Services”. Varicent reserves the right to update its support policies for Varicent Concert at any time upon written notice in its sole discretion provided that any updates shall not materially diminish the level of support provided to Customer.

5. SUBPROCESSORS

   5.1. Sub/processors for Varicent Concert are outlined below. Alternate locations may be requested by Customer in the applicable Order. Varicent may add additional hosting and processing locations in accordance with the Data Security Standards.

SUPPORT SERVICES SCHEDULE

The following Support Services shall be applicable to Varicent Concert.

1. AVAILABILITY

1.1. Availability. With respect to each Production Instance, “Available” means that such Production Instance is available to Customer for use. The Cloud Service shall be Available 24 hours a day, 7 days a week, 365 days a year at least ninety-five (95%) of the time in any given calendar month. Availability shall be calculated as follows for each calendar month:

“Downtime” means any time period during which the Cloud Service is not Available. Availability applies only to Production Instances. Downtime is measured from the time Customer opens a Support Ticket with Varicent for such Downtime until the time the Availability of the affected Production Instance is restored. A “Support Ticket” means any request for Support Services or notification of Downtime submitted to Varicent.

1.2. Scheduled Maintenance. “Scheduled Maintenance” means planned Downtime, including for server and network maintenance to replace or repair components and Software upgrades (such as, new Software releases, Software patches, bug fixes and upgrades). Scheduled Maintenance shall be performed during a regular planned maintenance window as Varicent may reasonably designate from time to time, provided that such window is not scheduled during Business Days, 9am-6pm EST.

1.3 Excused Downtime. If unscheduled Downtime is due to: (a) a Force Majeure Event affecting Varicent and Varicent is in full compliance with its obligations under Sections 6.5 and 6.6 (Backup and Disaster Recovery) of the Data Security Standards Schedule and Section 6.1 (Data Security Standards) of the Agreement; (b) the performance of emergency maintenance; or (c) any of the circumstances described in Section 4 (Exclusions) below, such Downtime shall be considered “Excused Downtime” and any Downtime that is not Excused Downtime shall be considered “Unexcused Downtime”.

2. TECHNICAL SUPPORT

2.1. Scope of Support. Technical support is provided as part of the Fees for the Cloud Service and includes:

2.1.1. Self Help: Self-help options provided by Varicent such as help forums within the Cloud Service;

2.1.2. Service Level Objective (“SLOs”): Varicent shall use commercially reasonable efforts to provide Customer initial responses on all Support Tickets within 6 Support Service Hours. For the avoidance of doubt, such SLO is a target and not a guarantee of performance. Response times commence as of the time that Varicent receives the Support Ticket.

2.1.3. Support: Varicent shall provide the Support Services outlined below. On receipt of a Support Ticket, Varicent will determine the appropriate priority level based on the classifications specified below and input from Customer.

3. SUPPORT PROCESS

3.1. Support Hours. Varicent shall provide Support Services during Business Days, 10:00am-5:00pm EST (unless such other time zone is agreed upon with Varicent in the applicable Order) (“Support Service Hours”). The foregoing details may be updated by Varicent on written notice to Customer provided the level of support is not materially degraded.

3.2. Process. All requests for Support Services shall be submitted by Customer through the Support Ticket system applicable to the Cloud Service, which may be via email or in-product chat function. Varicent shall use commercially reasonable efforts to reproduce and diagnose all Support Tickets and correct all issues it is able to reproduce.

3.3. Customer Assistance. Customer shall promptly provide Varicent with reasonable assistance in determining the source of and resolving Support Tickets. Such assistance shall include, upon Varicent’s request, allowing Varicent to remotely access the Customer’s instances of the Cloud Service and sending information or system data to Varicent.

4. EXCLUSIONS

Notwithstanding anything to the contrary in this Schedule, Varicent shall have no obligation to provide, and the Support Services expressly exclude, issues arising from: (a) Customer’s, its Subsidiaries’, or any Authorized User’s use of any systems that do not comply with the system requirements in the Documentation; (b) networks, systems, hardware, equipment, or software not provided by Varicent that are installed on or used in connection with the Customer’s systems; (c) Customer’s, any of its Subsidiaries’, or any Authorized User’s negligence, operator error, or use of the Cloud Service other than in accordance with the Agreement and Documentation; (d) Customer’s, any of its Subsidiaries’, or any Authorized User’s failure to secure login and password information or otherwise safeguard the Cloud Service against unauthorized access through Customer’s or its Authorized Users’ accounts; (e) Customer’s system management or system administration duties, including connectivity issues caused by corporate networking (firewalls, proxies, etc.); or (f) Customer’s failure to comply with Section 3.3.

Software Schedule Concert_Oct 2022