Software Schedule:
Varicent Sales Planning

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

1. DEFINITIONS

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

2. DESCRIPTION OF VARICENT SP CLOUD SERVICE

2.1. Varicent charges for use of Varicent SP on a “per Entitlement” basis. What constitutes a single “Entitlement” for Varicent SP 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 SP. The Cloud Service for Varicent SP is Varicent’s territory and quota planning offering that provides users the ability to plan and organize their sales deployment models. It allows users to plan territories and quotas easily to align with the organization’s go-to-market strategy. The Cloud Service for Varicent SP includes access to the Varicent SP web application.

2.2.1 Persons on Quota.One Entitlement per Person on Quota. A “Person on Quota” is a Person who is being managed or tracked by Customer, or any of its Subsidiaries, using the Cloud Service. Customer may authorize eligible individual Persons on Quota to be Authorized Users.

3. ADDITIONAL ACCESS AND USE OF THE CLOUD SERVICE TERMS

3.1. In addition to Section 2 (Access To and Use of the Cloud Service) of the Agreement, Varicent shall provide Customer with:

3.1.1. Authorized User accounts for the Cloud Service for Varicent SP as set out in Section 2.2.1 above;

3.1.2. Two (2) Symon.AI Administrative User accounts in relation to Varicent’s Software titled “Symon.AI” (“Symon.AI”) to the extent integrated with Varicent SP. A “Symon.AI Administrative User” is an Authorized User who partakes in the creation and/or ongoing administration of analyses and shall be considered an Entitlement with respect to Symon.AI; these shall be available only until such relevant aforementioned features of Symon.AI are integrated with the SPCloud Service. The Cloud Service for Symon.AI is Varicent's Augmented Intelligence offering to discover meaningful patterns in complex and sophisticated sales systems. It allows Authorized Users to connect, cleanse and join data toautomate data tasks without the need for code, provides applications to everyday sales performance questions, andforecast results, find outliers and predict outcomes using data science.

3.2. Customer is responsible for: (a) all activities that occur under the Authorized Users’ accounts; (b) maintaining the security and confidentiality of all user names and passwords for the 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 user name, password, or account or any other known or suspected breach of security.

3.3. Customer agrees that Customer Data that is exported from Varicent SP 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. 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.

4. CERTIFICATIONS

4.1. Varicent is subject to the following annual certifications of compliance in respect of the Varicent SP Cloud Service(formerly known as Varicent TQP):

(a) ISO 27001
(b) SOC 2

5. THIRD PARTY SUBPROCESSORS

5.1. Subprocessors for the Cloud Services are outlined below. Alternate locations for Third Party Subprocessors may be requested by Customer in the applicable Order. Varicent may add additional hosting and processing locations in accordance
with the Data Security Standards.

6. MARKETPLACE APPS

6.1. Customer Use of Marketplace Apps. The Symon.AI Cloud Service contains 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.

Software Schedule SP_Legacy_Feb 2023