This Software as a Service (“SaaS”) Schedule (“Schedule”) is a schedule to the Master Services Agreement entered into between Tacton and Customer (the “Agreement”). Tacton and Customer agree that the terms and conditions set forth in this Schedule will apply to any Order Form (as defined in the Agreement) that incorporate the terms of this Schedule by reference. All capitalized terms that are used herein without being defined herein will have the meanings given to such terms in the Agreement. The term of this Schedule shall commence on the Schedule Effective Date and shall continue until the expiration or termination of the last effective Order Form.

1             The SaaS Services

1.1 Provision of Services. Tacton will (i) make the SaaS Services available to Customer and Customer’s Affiliates in accordance with this Schedule and the Order Form, as applicable, (ii) provide applicable Tacton standard support for the SaaS Services to Customer as set forth in the Service Level Agreement attached as Exhibit A. Tacton will make one Tenant available to Customer unless Customer has purchased additional Tenants.

1.2 License Grant. Subject to Customer’s payment of fees and compliance with the terms of the Agreement, Tacton hereby grants Customer a non-exclusive, non-transferable, non-sub-licensable limited license during the applicable subscription term, (i) for the specified number of Users to access and use the SaaS Services described in one or more Order Forms, solely for Customer’s internal business purposes, which includes procuring SaaS Services for the benefit of, and use by, Customer’s Affiliates; and (ii) to use and make a reasonable number of copies of the Documentation as reasonably necessary to utilize the SaaS Services in accordance with the terms herein. For clarification purposes, no on-premise software license rights are granted herein. Tacton reserves all rights not expressly granted to Customer. Tacton reserves the right, in its sole discretion, to make any changes to the SaaS Services that it deems necessary or useful.

1.3 Subscriptions and Subscription Term. Unless otherwise provided in the applicable Order Form, SaaS Services are purchased on an Order Form as subscriptions for the specified subscription term identified in the Order Form. Additional subscriptions may be added during a subscription term at the pricing applicable to the then current subscription term, prorated for the portion of that subscription term remaining at the time the additional subscriptions are added.

1.4 Usage Limits. SaaS Services are subject to usage limits, including, for example, the quantities specified in Order Forms and data usage specified in the Documentation. Unless otherwise specified, (i) a quantity in an Order Form refers to Users, Tenants and Sessions and the Service may not be accessed by more than that number of Users, (ii) User’s passwords may not be shared with any other individual, and (iii) a User identification may be reassigned to a new individual replacing one who no longer requires on-going use of the Services. If the actual usage of the Services exceeds the purchased subscriptions or Sessions as set out in the Order Form, the Customer shall be liable to pay for such overage in accordance with the price list in effect at the time of the overage. In case of subscriptions, a minimum subscription period of one (1) year will be charged for each additional User. Customer acknowledges that Tacton may include in its SaaS Services functionality to track the number of active Users and to disallow use by more than the authorized Users. User licenses cannot be shared or used by more than one User. Customer is responsible for all activities that occur under Customer’s User licenses.

1.5 If applicable, fees for Session Based Subscriptions will be invoiced annually in advance except fees for Overage Sessions. Sessions paid for but not used are non-refundable. Customer may not transfer unused Sessions to the following 12-month period. When applicable, Tacton will invoice Customer for Overage Sessions annually in arrears. The fee for Overage Sessions shall be the current Subscription Fee x 150%.

1.6 Customer Responsibilities. Customer will (i) be responsible for Users’ (including Users of its Affiliates) compliance with the MSA, this Schedule and the applicable Order Form or SOW, (i) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquires Customer Data, (iii) submit Customer Data only in accordance with the Documentation and applicable laws and government regulations, (iv) notify Tacton promptly of any unauthorized access to or use of Services and use reasonable efforts to prevent and promptly stop any unauthorized use, copying, or distribution of the SaaS Services that is known by Customer or its Users, and (v) use SaaS Services only as intended and in accordance with the Documentation, Order Forms or SOWs, and applicable laws and government regulations. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Affiliates, and any act or omission by an Affiliate that would constitute a breach of the Agreement and this Schedule if taken by Customer will be deemed a breach of the Agreement or this Schedule by Customer. Customer shall use reasonable efforts to make all Affiliates and all Users of Customer or any Affiliate aware of the Agreement’s (and this Schedule’s) provisions as applicable to such person’s use of the SaaS Services and shall cause such persons to comply with such provisions. If Customer becomes aware of any actual or threatened activity prohibited by the Agreement or this Schedule, Customer shall, and shall cause its Affiliates and Users to, immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (ii) notify Tacton of any such actual or threatened activity.

1.7 Usage Restrictions. Customer will not (i) make any SaaS Service available to, or use any SaaS Service for the benefit of, anyone other than Customer and its Users (and Users of its Affiliates), (ii) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau, time-share or outsourcing offering, (iii) use a SaaS Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use a SaaS Service to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of any SaaS Service or third-party data contained therein or the ability of Tacton to provide any SaaS Service to any of its other customers, (vi) attempt to gain unauthorized access to any portion of the SaaS Service or its related systems or networks, (vii) permit direct or indirect access to or use of any SaaS Service in a way that circumvents a contractual usage limit, (viii) copy a SaaS Service or any part, feature, function or user interface thereof, (ix) access the SaaS Services in order to build a competitive product or services, (x) frame or mirror any part of any SaaS Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (xi) remove any proprietary notices from the SaaS Services or related Documentation, or (xii) access, copy, translate, create a derivative work of, deconstruct, reverse engineer, reverse assemble, disassemble or decompile, mirror or frame the Services or their related graphics, functions, features, software, systems or networks in a manner not expressly set forth in the MSA, this Schedule or Order Form.

 1.8 Service Modifications. Tacton may, in its sole discretion, continue to develop the SaaS Services and the equipment and facilities used to provide or maintain the Services, for purposes such as the enhancement of the Services’ functionality or efficiency, to accommodate evolving technology or increased network demand, to comply with legal or regulatory requirements, or to provide upgraded or improved services.

 

2             Non-Tacton Application Providers

2.1 Integration with and Availability of Non-Tacton Applications. Tacton may make access to or use of Non-Tacton Applications that interoperate with the SaaS Services available to Customer. To access and use such Non-Tacton Applications, Customer must accept the applicable terms and conditions required by the providers of such Non-Tacton Applications (collectively “Separate T&Cs”). Customer’s use of any Non-Tacton Application is at Customer’s own risk, and Tacton is not responsible for and disclaims all liability with respect to any Non-Tacton Application. Tacton may cease providing such Non-Tacton Application at any time, without notice and, as Customer’s sole and exclusive remedy for such termination of the Non-Tacton Application, Tacton shall refund to Customer any prepaid but unused fees (if any) for such terminated Non-Tacton Application for the period following such termination.

2.2 Non-Tacton Applications and Customer Data. If Customer utilizes a Non-Tacton Application for use with the SaaS Services, Customer acknowledges that (i) Customer will be subject to the applicable Separate T&Cs, (ii) Customer shall be solely responsible for evaluating the sufficiency of such Separate T&Cs, including with respect to protections offered under such Separate T&Cs with respect to access, disclosure, modification, deletion or breach of laws with respect to any data and information provided to such providers by or on behalf of Customer, (iii) Tacton does not own or control such Non-Tacton Applications, they are made available as a convenience only, and are not part of the Software Licenses or SaaS Service or subject to any of the warranties, service commitments, or other obligations under this Agreement, and (iv) Tacton may allow providers of such Non-Tacton Applications to access Customer Data as required for the interoperation and support of such Non-Tacton Applications with the SaaS Services. No provider of a Non-Tacton Application shall be considered a subcontractor or sub-data processor of Tacton or any of its Affiliates. Tacton and its Affiliates shall not be responsible for any disclosure, modification, use, processing, corruption, loss or deletion of Customer Data, or any breach of applicable data protection laws and regulations, resulting from any access to Customer Data by or through a Non-Tacton Application.

 

3             Additional Tacton CPQ software applications

3.1 Depending on the Tacton CPQ license and selected options, Tacton grants to Customer a non-exclusive, non-transferable, non-sublicensable, right to use additional software applications (the “Software Applications”) only in connection with the SaaS Services and only to the extent required in order to use the SaaS Services. The list of Software Applications available, depending on the Tacton CPQ license and selected options, can be found in the table below. The maximum number of users is specified in the Order Form. All rights to use the Software Applications shall terminate when the right to use the SaaS Services terminates. In addition, all rights to use the Software Applications, or individual components thereof, shall terminate when the SaaS Services includes the material functionality provided by the Software Applications or the applicable component thereof. Upon termination of the license granted under this Section 3, Customer shall uninstall or otherwise remove all Customer’s installations of the Software Applications and destroy all other documentation and materials pertaining to the Software Applications. Customer shall upon Tacton’s request confirm in writing that no materials pertaining to the Software Applications remain in its possession or that of any Affiliate or other third party under its control or under contract with it.

3.2 Ownership of all Intellectual Property Rights in the Software Applications vest exclusively in Tacton. Customer is not granted any license, right or franchise with respect to the Software Applications, or any part thereof, except as expressly stated in this Schedule. Customer may not, itself or with the assistance of third parties, examine, decompile and modify the Software Applications.

3.3 Support and maintenance of the Software Applications is provided as set out in the Documentation.

 

Tacton CPQ License	Software Applications
Tacton CPQ Starter	TCstudio, TCexcel Add-in
Tacton CPQ Enterprise	TCstudio, TCexcel Add-in
Tacton CPQ Enterprise Plus	TCstudio, TCexcel Add-in

 

Tacton CPQ Option	Software Applications
Visualization	VIZstudio
CAD Automation (for each supported CAD system)
–        using TCstudio Modeling	DAstudio, DAserver
–        using Product Modeling	CAD Mapping Editor, CAD Controller

 

Exhibit A

SaaS Services SLA

1             Scope

This is an exhibit to the SaaS Schedule between Tacton and Customer. Notwithstanding anything to the contrary in the SaaS Schedule or the Agreement, Customer is entitled to price reductions as stipulated herein.

2             Definitions

2.1 “Agreed Hours of the SaaS Services” means all days, Monday to Sunday, including holidays and weekends, from 00:00 to 24:00 CET.

2.2 “Agreed Availability” means the level of Availability specified in Section 3.

2.3 “Availability” means that the SaaS Services are available at the Measurement Point. Availability is measured according to the following formula:

Availability (%) = (AS-TB-AB) / (AS-TB) x 100

In which

AS = Agreed Hours of the SaaS Services

TB = Permitted Downtime

AB = Downtime excluding Permitted Downtime

2.4 “Downtime” means the period of time within the Agreed Hours of the SaaS Services that Availability has not been met with a deduction for Permitted Downtime.

2.5 “Measurement Point” means the measurement point as the edge where Tacton’s load balancers meet the internet.

2.6 “Permitted Downtime” means Downtime resulting from (i) planned service and maintenance, (ii) other downtime at the request of Customer or otherwise approved by an authorized representative of Customer, or (iii) Downtime Calculations Exclusions as specified in Section 4. Planned maintenance will be scheduled and published well in advance according to the latest version of the SaaS Service description, published in CPQ help center or provided to the Customer upon request. Planned maintenance shall not exceed three hours per calendar month.

3             Agreed Availability

3.1 Agreed Availability per calendar month is 99,9 percent (%). Agreed Availability does not apply to early access environments.

4             Downtime Calculation Exclusion

4.1 Tacton is not responsible for Downtime or any other failure to satisfy the agreed Availability if Tacton can show that Downtime was caused by:

a. Customer’s or third party’s equipment or software which is not included in the Services;

b. Failure of communication services, internet access or related problems beyond the demarcation point of the Services;

c. Any other circumstances for which the Customer has responsibility under the terms of the SaaS Agreement; or

d. Force Majeure.

5             Measurement Point

5.1 The Measurement Point for Availability shall be the availability monitoring service at the assigned internet/intranet connection point for the SaaS Service.

5.2 Downtime is reported when Service outage is automatically triggered by the availability monitoring service.

6             Price Reduction

6.1 If Availability during any month is below Agreed Availability for the Service, the Customer is entitled to a price reduction of the monthly fee for the Services, as shown below. In case of price reduction, price will be reduced on the next invoice to Customer, or if the Agreement is terminated, repaid to Customer within thirty (30) days following the effective date of such termination.

 

Availability (per cent)	Price reduction (per cent of monthly fee)
> 99,9	0
99,0 – 99,9	2,5
98,5 – 98,9	5,0
< 98,5	10,0

 

7             Measurement and Reporting of Service Levels

7.1 Tacton uses an availability monitoring service for monitoring and measuring service levels and reporting of Downtime

7.2 The availability information is accessible for subscription to the Customer via Tacton´s status page: https://status.tactoncpq.com/

7.3 The price reduction stipulated in this SLA is Customer sole and exclusive remedy and Tacton sole responsibility for any unavailability, non-performance, or other failure to meet Agreed Service Levels.