Xactly Product Addendum to the Xactly Express Subscription Agreement

(Xactly Insights and Xactly Commission Expense Accounting)


THIS XACTLY PRODUCT ADDENDUM TO THE XACTLY EXPRESS SUBSCRIPTION AGREEMENT (“ADDENDUM”), TOGETHER WITH THE XACTLY EXPRESS SUBSCRIPTION AGREEMENT (“AGREEMENT”), GOVERNS YOUR USE OF XACTLY INSIGHTS AND XACTLY COMMISSION EXPENSE ACCOUNTING SERVICE OFFERINGS.  BY ACCEPTING THIS ADDENDUM (BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS ADDENDUM) YOU AGREE TO THE TERMS OF THIS ADDENDUM. IF YOU ARE ENTERING INTO THIS ADDENDUM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS ADDENDUM AND MAY NOT USE THE SERVICES.  In this Addendum, the terms “you” or “your” refer to Customer. The terms “we,” “us,” “our” or “ours” refer to Xactly.  Capitalized terms used in this Addendum shall have the meaning defined under the Agreement unless otherwise defined herein.  The terms and conditions of the Agreement are hereby incorporated by reference, as modified by this Addendum or any Order Form signed by both parties hereunder.  In the event of conflict between this Addendum and the Agreement, the terms and conditions of this Addendum shall prevail with respect to the subject matter herein.


  1. Definitions.


“Insights Reports” means the reports, graphs, charts and similar output generated by the Xactly Insights portion of the Service.  You shall have access to Xactly Insights if you purchase a Subscription to Xactly Insights as set forth in an Order Form. You agree that Insights Reports are Xactly’s Confidential Information, as defined in the Agreement.


“Support Services” means the support services provided by Xactly for Xactly CEA and Xactly Insights in accordance with Xactly’s then-current support policy and as identified on an Order Form.  In the event that the level of support is not identified on the Order Form, you shall receive a “standard” level of support that is included in Xactly Insights and Xactly CEA.


“Xactly CEA” means Xactly’s Commission Expense Accounting service offering provided solely on Xactly’s web-based on-demand platform.


“Xactly Insights” means Xactly’s Insights service offering provided solely on Xactly’s web-based on-demand platform.


  1. Relationship to the Agreement. You desire to procure, and Xactly desires to provide Xactly Insights and/or Xactly CEA service offerings. For purposes of this Addendum, the terms applicable to the “Service” shall apply to such Xactly Insights and/or Xactly CEA service offerings. To the extent this Addendum applies to your purchase of Xactly CEA, in addition to the terms set forth in the Agreement, a “Subscriber” shall also mean an individual whose information is stored on the Service for territory optimization purposes. The terms in the Agreement that are specific to SFDC or the Salesforce.com Platform, shall not apply to Xactly CEA or Xactly Insights.  In particular, you understand and agree that (i) Xactly CEA and Xactly Insights are accessed via Xactly’s web-based on-demand platform and not the Salesforce.com Platform, and (ii) Section 1.5 of the Agreement is not applicable to Xactly CEA or Xactly Insights.


  1. Provision of Service and Support. Xactly shall make the Xactly CEA and/or Xactly Insights Service available to you pursuant to this Addendum and all Order Forms during the applicable Subscription Term, solely for your own internal business purposes.  You may only use Xactly CEA for territory optimization purposes. You agree that your purchase of the Service or the Professional Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Xactly with respect to future functionality or features. Xactly shall provide Support Services to you for Xactly CEA and Xactly Insights.


  1. Insights Reports License. In exchange for payment of the fees listed on the Order Form, and subject to the terms of this Addendum and any applicable Order Form, Xactly grants you a nonexclusive, royalty free, perpetual license to copy and use the Insights Reports, without modification, solely for your business purposes.  You shall not alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on or affixed to the Insights Reports.  Except for the limited rights expressly granted to you hereunder, Xactly reserves all rights, title and interest in and to the Insights Reports, including all related intellectual property rights inherent therein.  No rights are granted to you hereunder other than as expressly set forth in this Addendum.