Support Services Schedule

The following are the specific terms and conditions for the provision of Support Services by Varicent to Customer pursuant to the Varicent Cloud Services Agreement at https://www.varicent.com/legal_documents (the “Agreement”). 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. The below Support Services shall not be applicable to Free Services or 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. Each Production Instance shall be Available 24 hours a day, 7 days a week, 365 days a year at least ninety-nine point nine percent (99.9%) 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 shall be expressed to one decimal point with the decimal place rounded up or down to the nearest one-tenth of a percentage point. 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 through Varicent’s support ticketing system.

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). Unless otherwise notified by Varicent, regularly Scheduled Maintenance for its Incentive Compensation Management Software shall occur only on the third (3rd) Saturday of each month, during the hours of 8:00am - 4:00pm, Eastern Time. Varicent shall use commercially reasonable efforts to notify Customer in advance of any additional Scheduled Maintenance.

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”.

1.4. Service Level Credits. If Varicent fails to meet the Availability set forth in Section 1.1 in any calendar month, Varicent shall credit to Customer on its next invoice for the Cloud Service a “Service Level Credit” in an amount equal to the applicable percentage set forth in the table below of the monthly portion of the total Fees payable by Customer for the Cloud Service. In order to receive a Service Level Credit, Customer must submit a Support Ticket for failure to meet the Availability set forth in Section 1.1 no later than three (3) Business Days after the end of the calendar month in which such failure occurred.

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 Knowledge Base, Community Sharing, and other self-help options (e.g., help forums);

2.1.2. Support: Phone, chat, and Support Ticket support;

2.1.3. Ability to Set Ticket Severities: Customer may, acting reasonably, choose the Severity Level for each Support Ticket from the four (4) Severity Levels set forth in Section 2.1.4 and Section 2.2.3;

2.1.4. Service Level Objectives (“SLOs”): Varicent shall use commercially reasonable efforts to provide Customer initial responses on all Support Tickets within the SLOs set forth in the table below. For the avoidance of doubt, the SLOs described below are targets and not a guarantee of performance. Response times commence as of the time that Varicent receives the Support Ticket from Customer. “Support Service Hours” means Business Days, 9:00am-5:00pm in Customer’s time zone (based on Customer’s address in the relevant Order).

 ¹ For Varicent’s Incentive Compensation Management software only.

       2.2. VIP Support. VIP Program Support, available for an additional annual Fee during the Subscription Term, is for customers who would like to maximize benefits of the Cloud Service through a dedicated champion assigned to their account who provides regular oversight, identifies opportunities for enhancing operational performance and stability, and leverages improvements associated with each Cloud Services release. Support can be purchased in one of the following packages:

2.2.1. Essential VIP Support. Essential VIP Support includes the following activities which shall be performed in collaboration with Customer:

1. Monthly. Technical Account Manager (“TAM”) champion shall analyze and review with Customer the Cloud Service system performance, platform metrics, usage reporting, and account-wide support ticket management and related status updates.
2. Quarterly. TAM champion shall review with Customer the impact and potential optimization of new Cloud Service features and bug fixes in an account-specific manner. Varicent shall share product roadmaps so that decisions regarding Cloud Services upgrades and migration plans can be made by Customer in a forward-thinking manner. As appropriate, dedicated TAM shall internally advocate for product features which may benefit Customer’s organization. Customer may also leverage TAM to assist with data model modernization initiatives. Essential VIP Support includes thirty (30) hours of the foregoing activities per Subscription Term quarter (“Quarterly Customer Directed Hours”). Quarterly Customer Directed Hours expire at the end of their applicable quarter, provided Customers receiving Essential VIP Support may rollover up to ten percent (10%) of any unused Quarterly Customer Directed Hours into the subsequent Subscription Term quarter only.
3. Annual. TAM champion shall support Customer from an administrative and maintenance perspective by providing insights regarding model clean-up and organization, change management, and process improvements. Customer shall also receive a holistic Cloud Services performance assessment touching on model performance, areas of improvement for calculation time and scalability of product adoption.
4. Ongoing. Throughout the year, TAM champion shall help Customer enable established product and architecture best practices, provide ad hoc guidance with respect to new product functionality, and review designs for Customer’s proposed model changes. Upon request the dedicated TAM may also act as a general Support Services team liaison and assist with issue investigation, root cause analysis, and resolution.

2.3.2. Enhanced VIP Support. In addition to all Essential VIP Support features, Enhanced VIP Support includes fifty (50) additional Quarterly Customer Directed Hours, for a total of eighty (80) hours. Quarterly Customer Directed Hours expire at the end of their applicable quarter, provided customers receiving Enhanced VIP Support may rollover up to ten percent (10%) of any unused Quarterly Customer Directed Hours into the subsequent Subscription Term quarter only.

2.3.3. Elite VIP Support. Elite VIP Support includes all Essential VIP Support features but includes a custom number of total Quarterly Customer Directed Hours identified in the applicable Order. Quarterly Customer Directed Hours expire at the end of their applicable quarter, provided Customers receiving Elite VIP Support may rollover up to ten percent (10%) of any unused Quarterly Customer Directed Hours into the subsequent Subscription Term quarter only.

3. SUPPORT PROCESS

3.1. Support Hours. Varicent shall provide Support Services for Severity 1 Support Tickets twenty-four hours a day, seven days a week (24x7). Varicent shall provide all other Support Services during the Support Service Hours.

3.2. Process.

3.2.1. All requests for Support Services shall be submitted by Customer through Varicent’s Support Ticket system. Each Support Ticket shall have a unique case number assigned to it which shall be referenced by both Parties in all correspondence regarding that Support Ticket. Varicent shall use commercially reasonable efforts to reproduce and diagnose all Support Tickets and correct all issues that it is able to reproduce.

3.2.2. If Customer needs to open a Severity 1 Support Ticket, Customer shall (a) create a Support Ticket and set its Severity Level to “Sev 1 – Critical Impact/Service Down” or (b) email support@varicent.com and put “Sev1” in the subject line, which shall generate an alert to the Varicent Support Services team.

3.2.3. If Customer would like to speak directly to a Varicent Support Services team member, Customer shall send an email to support@varicent.com with “call me” in the subject line and a Varicent Support Services team member shall call Customer.

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 Annex, 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.

Support Services Schedule_Legacy_Feb 2023