Software Schedule: Varicent Incentive Compensation Management

The following are the specific terms and conditions for the Software entitled “Varicent Incentive Compensation Management” (“ICM”) ordered by Customer as a Cloud Service pursuant to the Varicent Cloud Services Agreement (the “Agreement”) at https://www.varicent.com/legal_documents. Capitalized terms shall have the meanings set forth in the Agreement or elsewhere herein. Unless otherwise indicated, references in this Schedule to Sections means the Sections of this Schedule.

1. DESCRIPTION OF ICM

1.1.Varicent charges for use of ICM and each Add-on, as defined in Section 1.2 below, on a “per Entitlement” basis, and based on the “ICM Package” purchased by Customer as described in Section 1.3 below. What constitutes a single “Entitlement” for ICM’s components and each Add-On 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.

1.2. ICM. ICM automates the process of calculating, reporting, and administering variable-based pay, such as sales commissions and bonus programs, in a SaaS environment. The base Fee for ICM includes: (a) one Production Instance; (b) an administrative client that is used to build compensation plan logic, construct reports, and configure aspects of the Cloud Service; and (c) a web portal through which sales representatives, operations staff, and managers can obtain Documentation and Support Services, and perform certain functions through a web interface (for example, approving a compensation plan document before it is sent to an employee). A “Production Instance” means a configuration of the Cloud Service that provides full productive use of ICM and all Add-ons listed in any Orders. Customer must obtain a sufficient number of each of the following Entitlements in order to use ICM:

1.2.1. Payees on Cloud. One Entitlement per Payee. A “Payee” is an individual who is participating in one or more programs being managed or tracked by Customer or any of its Subsidiaries using the Cloud Service. A Payee must be designated as an Authorized User by Customer in order to access the Cloud Services. For clarity, the phrase “actively participating” or “active” means that such Payee is included in tables within the Cloud Service offering calculation capabilities; as of February 2023, such table is the System Effective Dated Payee Table. Customer may remove or replace inactive Payees with active Payees at any time without requiring the purchase of additional Entitlements provided Customer does not exceed the number of Entitlements set forth in an Order. Additional Payees may be added at any time upon the Parties’ execution of an Order.

1.3. ICM Packages. In addition to what is included in the base Fee as described in Section 1.2, Customer shall subscribe for an “ICM Package” in the Order for the Cloud Service, based on the features for such ICM Package as described in Appendix 1 below.

1.4. Optional Add-Ons and Premiums. The following offerings are optional add-on Entitlements (“Add-ons”), which may be added to Customer’s current or prior Orders of ICM for an additional Fee, based on the ICM Package subscribed for by Customer in the Order.

1.4.1. Payee (Non-standard, Bonus-Based or Non-Transactional). Unless otherwise agreed-upon in an Order, this Add-on is defined as an individual who is actively participating in one or more programs and is managed or tracked by Customer or any of its Subsidiaries using the Cloud Service for non-standard purposes, such as bonus based variable compensation on a fixed time, management-based objectives, or infrequent active participation in one or more programs.

1.4.2. Additional Production Instance on Cloud. This Add-on provides an additional Production Instance of the Cloud Service. This is in addition to the one Production Instance included as part of ICM.

1.4.3. Additional Non-Production Instance on Cloud. This Add-on provides an additional Non-Production Instance of the Cloud Service. This is in addition to the one Non-Production Instance included as part of ICM. A “Non-Production Instance” means a configuration of the Cloud Service whose use is restricted to Customer’s non-production activities, including testing, performance tuning, fault diagnosis, benchmarking, staging, quality assurance, and developing internally used additions or extensions to the Cloud Service using published application programming interfaces. Customer, its Subsidiaries, and Authorized Users shall not, and shall not permit or authorize any Person, directly or indirectly, to use any Non-Production Instance for any production activities.

1.4.4. Additional Data Volume. This Add-on provides an additional million Record Lines (as defined in Appendix 1 below) of Customer Data volume in the Cloud Service. This is only available for purchase with the Enterprise ICM Package under an Order.

1.4.5. Single Tenant Premium on Cloud. This Add-on provides Customer with a dedicated database server in a single Relational Database System dedicated to Customer. A “Relational Database System” is a collection of individual databases that store Varicent customer data and Varicent ICM configurations. This Add-on is only available for purchase with the Enterprise ICM Package under an Order.

1.4.6. Data History Premium on Cloud. This Add-on provides for an additional year of data retention, on Customer’s behalf, in excess of the (7) years of data history under the Enterprise ICM Package. This Add-on is only available for purchase with the Enterprise ICM Package under an Order.

1.4.7. Varicent Extract Load Transform (“ELT”).Varicent ELT is powered by Varicent’s proprietary Symon.AI augmented intelligence solution which helps users connect, cleanse and join data to automate data tasks and forecast results through the use of data science. This offering is geared for customers who wish to leverage an automated process by which raw data is extracted from one or multiple data sources, loaded into Varicent’s Symon.AI database and transformed into meaningful information which can be analyzed and used to help make faster, more informed business decisions. Transformed Customer Data may be subsequently exported to Varicent ICM or to a Third Party product. Varicent ELT is charged using the below Entitlements:

(a) Varicent ELT Payee. One Entitlement per ELT Payee. An “ELT Payee” is a unit of measurement representing an  individual who is participating in one or more compensation programs being managed or tracked by Customer or any of its Subsidiaries. The number of “ELT Payees” required by the Customer is directly related to the number of compensation program participants within Customer’s organization. Customer shall be provided with a base five (5) Authorized User accounts who can partake in the creation and/or ongoing administration of analyses on Customer’s or any of its Subsidiaries’ behalf, with additional accounts enabled upon written Customer request.

1.4.8. Varicent AI. Varicent AI is powered by Varicent’s proprietary Symon.AI augmented intelligence solution which helps users connect, cleanse and join data to automate data tasks and forecast results through the use of data science. This offering is geared for customers who wish to maximize benefits of their purchased ICM Cloud Service(s) by analyzing ICM Customer Data to help reveal key insights. Varicent AI is charged using the below Entitlements:

(a) Varicent AI Payee. One Entitlement per AI Payee. An “AI Payee” is a unit of measurement representing an individual who is participating in one or more compensation programs being managed or tracked by Customer or any of its Subsidiaries. The number of “AI Payees” required by the Customer is directly related to the number of compensation program participants within Customer’s organization. Customer shall be provided with a base five (5) Authorized User accounts who can partake in the creation and/or ongoing administration of analyses on Customer’s or any of its Subsidiaries’ behalf, with additional accounts enabled upon written Customer request.

2. ADDITIONAL ACCESS AND USE OF THE CLOUD SERVICE TERMS

2.1. In addition to Section 2 (Access to and Use of the Cloud Service) of the Agreement, Varicent shall provide Customer with the ability to designate one (1) Administrative User account as a master administrator account for the Cloud Service (an “Master Admin Account”). Customer is responsible for: (a) creating accounts for its Authorized Users; (b) all activities that occur under Authorized Users’ accounts; (b) maintaining the security and confidentiality of all user names and passwords for 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. CERTIFICATIONS

3.1. Varicent is subject to the following annual certifications of compliance in respect of the Cloud Service:

1. 1. ISO 27001
   2. SOC 2
   3. SOC 1 (save and except for Varicent ELT and Varicent AI)

4. MARKETPLACE APPS

4.1. Customer Use of Marketplace Apps. Varicent ELT and Varicent AI Add-ons contain an online marketplace wherein Customer can access certain Free Services applications which do not form part of the Cloud Service and are subject to additional terms and conditions (“Marketplace Apps”). Save and except for business contact information which forms part of an individual’s account, no Personal Data or any sensitive data (such as data which requires a high degree of protection by law or which, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft) may be uploaded to a Marketplace App. Any use by Customer of Third Party web sites, products or services linked to within a Marketplace App is solely between Customer and the applicable Third Party provider. The Cloud Service for Varicent ELT and Varicent AI may contain features designed to interoperate with Marketplace Apps. Varicent cannot guarantee the continued availability of such features or Marketplace Apps and may cease providing them at any time without entitling Customer to any refund, credit or other compensation in relation thereto.

APPENDIX 1

*Available at additional cost.

ADDITIONAL DEFINITIONS FOR APPENDIX 1

24 x 7 Technical Support means the response time coverage of 24 hours a day, 7 days a week, 365 days a year for Severity Level 1 and 2 Support Tickets. The response time coverage for Severity Level 3 and 4 level Support Tickets is Sunday 8pm ET to Friday 8pm ET.

Audit Log All Plan, Data & System Changes means the ability for Administrative Users to review all system and data changes made by the Customer in the audit log feature in Varicent ICM.  The audit log tracks any data creation, modification and deletion activity, and presents those activities in the form of a filter-capable grid.

Compensation Plans means the number of incentive compensation plans that a Customer can implement in Varicent ICM.

Custom Workflow means the number of customized workflows that can be implemented in Varicent ICM.

Data Integration means the number of data import routines that are configured in Varicent ICM for each Customer data feed. 

Data Retention means the number of years for which Customer Data will be retained by Varicent, managed on a rolling timeline. 

Data Volume means the total number of Record Lines processed by the ICM during each month. A “Record Line” is a line item (row) from an .xml, .csv, or like file record from a physical or electronic document newly loaded or processed by the ICM. For clarity, a daily count of newly generated record lines is used and purged data that is then re-imported is considered a new record.

Free “Ask the Expert” time each quarter means Customer’s receive up to 4 hours of free consulting time with Varicent’s Post Implementation Consulting Services Team.

Inquiry Capture & Resolution Workflow means the ability for Authorized Users to launch inquiries and disputes in Varicent ICM, and Authorized Users to resolve the disputes.

Multi-Tenant means each Customer ICM model will be stored in a dedicated database in a shared Relational Database System with other Varicent customers.  A “Relational Database System” is a collection of individual databases that store Varicent customer data and Varicent ICM configurations.

On-Demand Learning means free on-line educational videos.

Personalized Reports & Dashboards means the number of reports and dashboards that a Customer can implement in Varicent ICM.

Reports on any Device means the ability to adapt entitled reports to any device including a laptop, mobile device or tablet.

Recovery Time Objective means the number of days by which Varicent will restore the Customer’s access to the Cloud Service in the event of a Force Majeure Event.

Salesforce Integration means integration with Customer’s Salesforce environment using Varicent ICM’s Salesforce data connector.

Scenario Modeling means the ability to model Compensation Plan and data changes in the system.

Single Sign-On means the ability to authenticate end users with the Customer’s identity provider.

Single Tenant means each Customer ICM model will be stored in a dedicated database in a single Relational Database System dedicated to Customer.

Web Forms to Capture Teammate Input means editable web forms accessible by Authorized Users to input data changes.

Web Services API means access to Varicent ICM public API endpoints. 

*Capitalized terms not defined herein shall have the meanings set forth in the Varicent Cloud Services Agreement.

Software Schedule (ICM)_Feb 2023