VectraPro Analysts Terms

Scope

1.1 Covered Work. VectraPro Analysts provides on-demand or embedded governance, risk, and compliance analyst support, including preparing materials, running risk assessments, and performing configuration and other hands-on work within the Platform, together with limited work outside the Platform in direct support of that work. VectraPro Analysts does not include consulting, compliance testing, audit preparation, or other advisory work, which is Vectra Advisory and is governed by Schedule 4.

1.2 Engagement Basis. VectraPro Analysts is billed hourly in the increment stated in the Order Form and invoiced monthly in arrears under Section 6.2 of the Agreement.

Requests and Scheduling

2.1 Requests. Requests are made by a Customer Contact identified in the Order Form.

2.2 Response. Services Provider will use commercially reasonable efforts to respond to a request within a reasonable period, but response and availability are not guaranteed absent an express commitment in the Order Form.

2.3 Deadlines. Where Customer proposes a target completion date for a request, the assigned analyst will confirm that date or propose an alternative before beginning the work. A target date is not binding on Services Provider until confirmed, and confirming a target date for one request is not a commitment as to the timing of any other request.

Platform Access

3.1 Grant of Access. To the extent a request requires Platform access, Customer will designate the assigned Services Provider personnel as Authorized Users under the MSSA. That access, and its use, is governed by the MSSA, not this Schedule.

3.2 Duration; Customer Control. Customer may grant access for a single request or on a longer-term basis, and may add or remove an assigned analyst's access at any time using the functionality of the Services. Neither Services Provider nor Vectra View is obligated to grant or revoke that access independently of Customer's own account administration.

3.3 Platform Subscription Required. VectraPro Analysts work requiring Platform access requires Customer to hold an active subscription to the Platform. Platform access is granted and managed solely through Customer's own account under the MSSA.

3.4 Responsibility. Services Provider is responsible for an assigned analyst's acts and omissions while designated as an Authorized User, including compliance with the MSSA. Section 3.2 of the MSSA relieves Customer of responsibility for those personnel.

Work Product

4.1 In-Platform Work. Output an analyst creates within the Platform in the course of a request is Customer's own output under the MSSA, in the same manner as if created by Customer's own Authorized User, and is not a Deliverable under the Agreement.

4.2 Standalone Materials. A document or other material an analyst delivers outside the Platform is a Deliverable under the Agreement only if the applicable Order Form or a confirmed request under Section 2.3 identifies it as such; Section 11.3 of the Agreement governs its ownership. Absent that identification, standalone material remains owned by Services Provider, which grants Customer a perpetual, non-exclusive, royalty-free license to use it for Customer's business purposes, including in providing services to its Clients.

4.3 No Acceptance Criteria. VectraPro Analysts work does not carry Acceptance Criteria, and Section 5 of the Agreement does not apply to it, whether or not a Deliverable results under Section 4.2.

Fees

5.1 Rate. The applicable rate is the rate stated in the Order Form.

5.2 Rescheduling. Services Provider may require reasonable advance notice to reschedule a confirmed engagement and may charge for time reserved and not used if Customer cancels or reschedules with less notice than the period stated in the Order Form.