Xactly Community Terms of Use

Last Modified: March 10, 2022

Welcome to the Xactly Community (“Community”)! The Community is made up of Xactly Corporation ("Xactly") users, partners, and employees and serves as a go-to destination for Xactly product know-how, documentation, peer-to-peer support, and thought leadership on best practices.

These Xactly Community Terms of Use (“Terms of Use”) apply to your use of the Community. Please ensure that you have read, and are familiar with, the Terms of Use and the(“Community Guidelines”) Xactly Community Guidelines (“Community Guidelines”) Your continued use of the Community serves as your acceptance of the Community Guidelines and the Xactly Terms of Use. Failure to comply with either the Community Guidelines or the Terms of Use may result in action including but not limited to revocation of your access to the Community.

You may not assist or engage others in a way that would violate these Terms of Use.

We reserve the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Community following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. You agree to review the Terms of Use on a regular basis.

1. Definitions

“Agreement” or “Terms of Use” means these Xactly Community Terms of Use and all other terms and conditions linked to in here or otherwise incorporated herein by reference, including but not limited to any agreement for the provision of Xactly services between Xactly and your organization, as applicable (“Service Agreement”).

“Community Content” means all content, including without limitation all material, language, data, information, and images, provided through or disclosed by use of the Community, whether by us, our customers, or other users of the Community. Community Content does not include Your Content.

“Xactly Community Guidelines” or “Community Guidelines” means the policies applicable to users of the Xactly Community which we have published at https://community.Xactly.com/t5/Guidelines-Announcements/Community-Guidelines/td-p/4.com, or another website we designate.

“Xactly Community” or “Community” means the online community accessible at community.xactlycorp.com, or another website as designated by Xactly.

"Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar government identifiers; employment, financial or health information, including any information subject to specialized regulations, laws, or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

"Third-Party Products" means products and professional services that are not provided by Xactly but instead provided by third parties which may interoperate with or be used in connection with the Xactly products.

"Third-Party Sites" means third-party websites that are not owned by Xactly which may be linked from within or accessed through the Community.

"Xactly", "we", "us", or “our” means Xactly Corporation. and our affiliates.

“Xactly Service Offerings” means (a) the online, web-based application that may be provided by Xactly via https://www.xactlycorp.com or other designated websites or IP addresses; and (b) consulting, implementation, strategic advice, technical services, training, educational services, and support services; in each case, as may be offered by Xactly subject to a separate agreement.

"You" or "your" means the person or entity using the Community.

"Your Content” means all content, including without limitation all material, language, data, information, and images, provided through or disclosed by use of the Community, by you.

2. Access to the Xactly Community

We will provide you, subject to the terms and conditions of these Terms of Use, access to the Community. We may use third-party service providers to provide some or all elements of the Community. In order to access and use the Community, you may be required to establish a username with Khoros, LLC or another third-party hosting service that Xactly selects, and you otherwise grant us the right to share the information necessary to enable your use of the Community with our third-party service providers subject to Xactly’s Privacy Policy. You agree and acknowledge that any information submitted to the Community is subject to Xactly’s Privacy Policy located at: https://trust.xactlycorp.com/privacy-policy/.

You are solely responsible for the security and confidentiality of the log-in credentials used to access the Community. You are responsible for all activity that occurs in your account in the Community. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Your Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Community, and notify Xactly promptly at communityfeedback@xactlycorp.com of any such unauthorized access or use; (iii) comply with all applicable laws in using the Community and (iv) not provide Xactly with any Sensitive Information.

You may not use Community log-in credentials that: (i) belong to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights of a third party or of Xactly, (v) is vulgar or offensive, or (vi) we reject, which we may choose to do in our sole and absolute discretion.

3. Your Conduct and Content

a. Usage Guidelines. You must review and follow the Community Guidelines.

b. Acceptable Use. You will use the Community to discuss Xactly and Xactly Service Offerings with other Xactly users, and will not use it for solicitation or advertising purposes.

You may not disclose or exchange any private or personal information or other confidential information within the Community.

You shall not (i) modify, copy, display, republish or create derivative works based on the Community, Community Content, Xactly Service Offerings or the underlying software; (ii) frame, scrape, link to or mirror any content forming part of the Community; (iii) reverse engineer the Community; (iv) access the Community in order to build a competitive product or service, or copy any ideas, features, functions or graphics of Xactly, the Community or Xactly Service Offerings; (v) license, sublicense, sell, resell, rent, lease, transfer, assign distribute, time share or otherwise commercially exploit or make the Community or Community Content available to any third party; (vi) use the Community to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vii) use the Community to disclose or exchange any content that infringes or violates any third party property, privacy or other rights; (viii) engage in conduct within the Community that is threatening, abusive, harassing, stalking, defamatory;

deceptive, false, misleading, fraudulent, vulgar, obscene, indecent, or unlawful material; (ix) use the Community to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (x) upload to the Community or use the Community to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (xi) interfere with or disrupt the integrity or performance of the Community or the data contained therein; (xii) conduct any platform monitoring, penetration testing or vulnerability scanning of the Community; or (xiii) attempt to gain unauthorized access to the Community or its related systems or networks. Xactly may monitor your use of the Community to confirm your compliance with these Terms of Use.

You represent and warrant to Xactly that: (a) you own or otherwise have sufficient rights in the Your Content to grant to Xactly the rights to use the Your Content as granted herein, and (b) you will not provide any false information to gain access to the Community.

c. Suspension and Notice of Violations. We may immediately suspend use of the Xactly Community, without notice, for actual or suspected violations of these Terms of Use, including but not limited to Section 3. If you are aware of violations of these Terms of Use, please notify us by contacting us at communityfeedback@xactlycorp.com.

d. Claims of Copyright Infringement. We respect the intellectual property rights of others, and we ask our users to do the same. We may, in our sole discretion, suspend the access or terminate the accounts of users who violate others' intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement within the Community, please contact us at legal@xactlycorp.com.

e. Our Use of Your Content. You grant to us a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, license, and all other rights and permissions necessary to copy, display, modify, retain, reproduce, disseminate, disclose, distribute and otherwise use Your Content for any purpose permitted under applicable law. . In addition, we may edit or remove Your Content, or block or disable replies on a topic, at any time at our sole discretion. You further hereby assign to Xactly any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Community the Xactly Service Offerings or any of Xactly’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) (“Xactly Technology”)and hereby grants Xactly a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate such into the Community or the Xactly Service Offerings. Xactly may use such submissions as it deems appropriate in its sole discretion.

4. Xactly’s Proprietary Rights

No rights or licenses to trademarks, inventions, copyrights, patents or other intellectual property rights are granted or implied under these Terms of Use. You are not granted a license to anyXactly Service Offerings under these Terms of Use. Xactly alone (and its suppliers, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Community, the Xactly Service Offerings, and the Xactly Technology. These Terms of Use do not convey to you any rights of ownership, or any licenses in or related to the Community the Xactly Service Offerings, or the Xactly Technology or the intellectual property rights owned by Xactly. The Xactly name, the Xactly logo, and the Xactly product names associated with the Xactly Service Offerings are trademarks of Xactly, and unless expressly granted herein, no right or license is granted to use them. You will not accrue any residual rights to the Xactly Technology or the Xactly Service Offerings, including any rights to the intellectual property rights in connection therewith.

Notwithstanding the foregoing, subject to the terms of these Terms of Use, and solely during the term of your access to the Community, Xactly grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use Xactly trademarks or logos or other Xactly created material (“Xactly Materials”, solely as Xactly identifies and makes available such Xactly Materials provided that: (i) you follow the usage requirements in this section and the incorporated guidelines, including any additional guidelines Xactly may provide in the future; (i) you may only use the Xactly Materials that we make available to you for use as part of your participation in the Community (e.g., customer advocacy badges), without altering them in any way; and (ii) immediately comply if we request that you discontinue use.

You must not use any Xactly Materials: (a) in a misleading or disparaging way; (b) outside the scope of these Terms of Use; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Nothing in this paragraph is intended to give you any right, title, or interest in or to Xactly Materials.

5. Third-Party Sites and Products

You may find links to Third-Party Products and/or Third-Party Sites in the Community. Third-Party Products and Third-Party Sites are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support, or warranty the Third-Party Site or Product. Xactly disclaims all liability with respect to Third-Party Products and Third-Party Sites. Your use of Third-Party Products and Third-Party Sites is subject to any agreement, privacy policy or terms of use between you and the provider of such Third-Party Products or Third-Party Sites.

6. Privacy

Your use of the Xactly Community is subject to Xactly's Privacy Policy, available at trust.xactlycorp.com/privacy-policy/.

7. Term and Termination

a. Term. These Terms of Use will apply for as long as you use or maintain a username for the Community.

b. Termination and Suspension. We may terminate these Terms of Use and/or suspend or permanently restrict your access to the Community immediately, at any time (a) for any reason at Xactly’s sole discretion; and (b) if you: (i) violate any of these Terms of Use, (ii) use the Community in a way which has or may negatively reflect on or affect us, our prospects, or our customers, or other third parties, (iii) if we determine it to be necessary in our sole discretion, (iv) if your organization’s Service Agreement with Xactly otherwise terminates or expires, or (v) if you are no longer employed by the organization who maintains a Service Agreement with Xactly. We are not obligated to provide you with any of Your Content used in connection with the Xactly Community after termination or expiration of your access to the Community.

8. Confidential Information

As used herein, "Confidential Information" means all confidential and proprietary information of Xactly that may be disclosed to you via the Community, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including but not limited to (a) Xactly’s proprietary technology or computer software in all versions and forms of expression, whether or not the same has been patented or the copyright thereto registered, is the subject of a pending patent or registration application, or forms the basis for a patentable invention (collectively the "Proprietary Technology"), (b) Xactly’s security information, audits or reports, and (c) Xactly’s business and marketing information, technology, and technical information, product designs, and business processes. You shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms of Use. If you disclose or use any Confidential Information in breach of the confidentiality protections hereunder, Xactly shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

9. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of (a) your use of the Xactly Community, (b) your violation of third party privacy, property, intellectual property or other rights, (c) Your Content, (d) your non-compliance with or breach of these Terms of Use, or (e) your use of Third-Party Products or Third-Party Sites. You may not settle or defend any Claim unless it unconditionally releases Xactly of all liability.

10. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. EXCEPT AS LIMITED BY APPLICABLE LAW YOU UNDERSTAND AND AGREE THAT THE COMMUNITY AND COMMUNITY CONTENT IS PROVIDED "AS IS" AND XACTLY, ITS AFFILIATES, SUPPLIERS, RESELLERS, AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE COMMUNITY, OR THE COMMUNITY CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMMUNITY AND COMMUNITY CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION HOWEVER ARISING AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. Limitation of Liability. IN NO EVENT SHALL XACTLY’S OR ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE COMMUNITY OR THESE TERMS OF USE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED DOLLARS.

d. Third Party Products and Sites. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND THIRD-PARTY SITES

11. General

a. Amendment. We may update and change any part or all of the Terms of Use. If we update or change these Terms of Use. The updated Agreement will become effective as of the date it is posted. We encourage you to review these Terms of Use periodically. If you do not agree with any change to these Terms of Use, your right to access the Community is immediately revoked.

b. Applicable Law. This Agreement shall be governed by the laws of the state of California, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in California.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Use.

e. Compliance with Applicable Laws. You shall comply with all applicable laws (including without limitation, export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Community and Community Content and the Xactly Service Offerings. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Community Content or the Xactly Service Offerings to prohibited countries or individuals or permit the use of the Community Content or the Xactly products and services by prohibited countries or individuals.

f. Correction of Errors and Inaccuracies. The Community Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We, therefore, reserve the right to correct any errors, inaccuracies, or omissions and to change or update the Community Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies, or omissions will be corrected.

g. Severability; Waiver. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. No failure or delay by either party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

h. Notices.

Notices to Xactly: will be sent to address below (as such may be changed by updating these Terms of Use), such notices will be deemed delivered as of the date of actual receipt.

To Xactly, Inc.: Xactly, Inc. 221 Saratoga, Los Gatos Road, Los Gatos, CA 95030 Attention: General Counsel

To you: this will be sent to your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.

i. Entire Agreement. These Terms of Use is the entire agreement between us for the Community and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. We may make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

j. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

k. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

l. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Your Conduct and Content’, ‘Xactly’s Proprietary Rights’, ‘Confidential Information’ ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.