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_agreements. 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. 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, one Non-Production Instance, and retention of up to three (3) years of data history, managed on a rolling timeline (included in the initial Order at no additional Fee); (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 view dashboards, 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 “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. 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
1.2.2. Administrative Users on Cloud. One Entitlement per Administrative User. An “Administrative User” is an Authorized User who partakes in the creation and/or ongoing administration of incentive compensation plans on Customer’s or any of its Subsidiaries’ behalf and accesses the Cloud Service through the administrative client.
1.2.3. Data Volume on Cloud. Customer must obtain sufficient Entitlements to cover the total number of Record Lines processed by the Cloud Service during each month. One “Million Record Lines” Entitlement represents one million (1,000,000) Record Lines. 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 Cloud Service. 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.
1.3. Optional Add-Ons and Premiums. The following offerings are optional add-ons and premiums (“Add-ons”), which may be added to Customer’s current or prior Orders of ICM for an additional Fee.
1.3.1. 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.
1.3.2. Single Tenant Premium on Cloud. This Add-on provides Customer with a dedicated physical database server instead of physically sharing a server with other Persons’ databases.
1.3.3. 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.
1.3.4. 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.
1.3.5. Data History Premium on Cloud. This Add-on provides for the retention, on Customer’s behalf, of up to seven (7) years of data history, managed on a rolling timeline, rather than the three (3) years included as part of ICM.
1.3.6. Disaster Recovery Premium on Cloud. This Add-on provides a recovery time operation within five (5) days if a Force Majeure Event occurs, instead of the fourteen (14) days described in Section 6.6 (Disaster Recovery) of the Data Security Standards Schedule.
1.3.7. Premium Performance on Cloud. This Add-on provides Customer with increased performance of the Cloud Service than the standard ICM offering. Varicent provides this increased performance by using a performance-specific analytic environment with a five (5) node cluster that Varicent optimizes for Customer’s compensation calculation. Such Add-on is only applicable while Cloud Services are hosted on IBM; once Customer migrates to AWS, such Add-on expires and Customer shall not be entitled to a refund.
1.3.8. Premium Performance Plus on Cloud. This Add-on provides Customer with increased performance of the Cloud Service that is enhanced over “Premium Performance” (Section 1.3.6 above), by using a performance-specific analytic environment with a seven (7) node cluster that Varicent optimizes for Customer’s compensation calculation. Such Add-on is only applicable while Cloud Services are hosted on IBM; once Customer migrates to AWS, such Add-on expires and Customer shall not be entitled to a refund.
1.3.9. 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.
1.3.9. 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; (c) maintaining the security and confidentiality of all user names and passwords for each Authorized User account; and (d) 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 Services:
- ISO 27001
- SOC 2
- 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.
Software Schedule (ICM)_Legacy_Jun 2023