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_terms. 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. Entitlements. Varicent charges for use of ICM and its Add-ons on a per Entitlement basis and based on the ICM Package purchased by Customer as described in Section 1.3 below. The Entitlements for ICM are outlined in the subsections below. Customer shall procure sufficient quantities of the following types of Entitlements for its actual use of the Cloud Service:

(a) "Payee". Unless otherwise agreed-upon in an Order, this Entitlement 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.
(b) "Add-on". Each optional add-on which may be added to Customer’s ICM Package shall be considered an Entitlement. The potential Add-ons available to Customer are listed in Section 1.4 below.

Each type of Payee set out above shall have either a Growth, Business or Premier designation depending on the ICM Package purchased. 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. Description and Base. 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 each ICM Package includes:

(a) An administrative client that is used to build compensation plan logic, construct reports, and configure aspects of the Cloud Service;
(b) One Administrative User per twenty-five (25) standard Payees purchased by the Customer. 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.
(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).

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 Add-ons available for an additional charge as outlined in the applicable Order.

(a) Additional Administrative Users. Each such Add-on provides one (1) Administrative User over and above the default amount allocated to the Customer under Section 1.2.
(b) 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.
(c) Additional Production Instance on Cloud. Each such Add-on provides one (1) Production Instance of the Cloud Service over and above the default amount allocated under Customer’s ICM Package.
(d) Additional Non-Production Instance on Cloud. Each such Add-on provides one (1) Non-Production Instance (as defined in Appendix 1 below) of the Cloud Service over and above the default amount allocated under Customer’s ICM Package.
(e) Additional Scenario Modeling Environment. Each such Add-on provides one (1) Non-Production Instance of the Cloud Service which is specifically configured for scenario modelling purposes.
(f) Additional Data Volume. This Add-on provides five (5) additional million Record Lines (as defined in Appendix 1 below) of Customer Data volume in the Cloud Service.
(g) Single Tenancy. This Add-on provides Customer with a dedicated database server in a single Relational Database System (as defined below) dedicated to Customer.
(h) Data History Premium on Cloud. This Add-on provides one (1) additional year of data retention on Customer’s behalf, in excess of the data retention period under the applicable ICM Package.
(i) Varicent Extract Load Transform (“ELT”). . Varicent ELT is an Add-on 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 information which can be analyzed. Transformed Customer Data may be subsequently exported to Varicent ICM or to a Third Party product. Customer shall be provided with a base five (5) ELT-specific 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. The number of Entitlements required for this Add-on is directly related to the number of compensation program participants within Customer’s organization.
(j) Varicent AI. Varicent AI is an Add-on powered by Varicent’s proprietary Symon.AI augmented intelligence solution. Varicent AI includes all the features of Varicent ELT plus additional connectors. Customer shall be provided with a base five (5) AI-specific 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. The number of Entitlements required for this Add-on is directly related to the number of compensation program participants within Customer’s organization.
(k) VIP Support. VIP Support is offered by ICM in three packages detailed in the Support Services Schedule. ICM Customers may purchase a VIP Support package as an Add-on.

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 usernames 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:

(a) ISO 27001
(b) SOC 2
(c) SOC 1 (save and except for Varicent ELT and Varicent AI Add-ons).

4. SUBPROCESSORS

4.1. 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.

5. MARKETPLACE APPS

5.1. Customer Use of Marketplace Apps. Symon.AI powered 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 Symon.AI powered Add-ons 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

Outlined below are the key features which differentiate the three ICM Packages available for Customer purchase. Purchased Add-ons may supplement the features outlined below.

          *Specific hours detailed in the Support Services Schedule.

ADDITIONAL DEFINITIONS FOR APPENDIX 1 

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.

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.

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.

Response Time Service Level Objectives (SLO) refers to the timelines within which Varicent will provide a response to Severity 1, 2, 3 and 4 tickets, as outlined in more details in the Support Services Schedule.

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.

Software Schedule (ICM)_New_Feb 2023