Software Schedule:
Varicent Territory and Quota Planning

The following are the specific terms and conditions for the Software entitled “VaricentTerritory and Quota Planning” (“Varicent TQP”) ordered by Customer as a Cloud Service pursuant to the Varicent Cloud Service 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 TQP CLOUD SERVICE

2.1. Varicent charges for use of Varicent TQP on a “per Entitlement” basis. What constitutes a single “Entitlement” for Varicent TQP 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 TQP. The Cloud Service for Varicent TQP 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 TQP includes access to the Varicent TQP 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 TQP as set out in Section 2.2.1 above;

3.1.2. Two (2) Authorized User accounts in relation to Varicent’s Software titled “Symon.AI” (“Symon.AI”) to the extent integrated with Varicent TQP. Each such Authorized User account shall be considered an Entitlement with respect to Symon.AI and shall be available throughout the Varicent TQP Subscription Term. 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 to automate data tasks without the need for code, provides applications to everyday sales performance questions, and forecast results, find outliers and predict outcomes using data science. The Cloud Service for Symon.AI includes access to the Symon.AI web application.

3.2. Customer is responsible for: (a) all activities that occur under the Authorized Users’ accounts of both Varicent TQP and Symon.AI; (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 TQP 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.

4. CERTIFICATIONS

4.1. Varicent is subject to the following annual certifications of compliance in respect of the Cloud Service for Varicent TQP and Symon.AI:

(a) ISO 27001 (TQP & Symon.AI)
(b) SOC 2 (TQP & Symon.AI)
(c) SOC 1 (TQP)

5. THIRD PARTY SUBPROCESSORS

5.1. The Third Party Subprocessors for TQP and Symon.AI is 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.

6. SYMON.AI MARKETPLACE

6.1. Customer Use of Marketplace Apps. Notwithstanding anything outlined in the Agreement, Marketplace Apps are a Free Service and are subject to the associated Marketplace App Terms. 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 Symon.AI may contain features designed to interoperate with Marketplace Apps. Varicent cannot guarantee the continued availability of such Cloud Service 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 TQP_Jun 2022