Definitions

• “Business Day” or “Office Hours” shall mean Monday to Friday 09:00 to 17:00 EST, excluding holidays. Any requests for Support Services and Technical Services received via e-mail or telephone not during the Office Hours and/or Business Day shall be responded to on the next Business Day.
• “Final Solution” means the complete restoration of the Software Products (or any Software Product component) to the operation of the Software Products, in all material respects, in accordance with the Documentation.
• “Incident” means any incident related to the Software Products described in a Software Incident Report (as such term is defined below) and which takes more than ten (10) minutes to resolve. An Incident in which End-User makes a request for Support Services (as defined below) shall be defined as a “Support Incident” and shall be reported in a “Support Incident Report” and an Incident in which Licensee makes a request for Technical Services (as defined below) shall be defined as a “Technical Incident” and shall be reported in a “Technical Incident Report”. For avoidance of doubt, Invenology shall have the right to re-characterize a Support Incident as a Technical Incident and vice versa. For avoidance of doubt, an Incident shall refer to a single issue relating to the use and/or functionality of the Software Product, or a single problem relating to the Software Products, as applicable.
• “New Software Product” – shall mean changes or additions to the Software Products which are neither Upgrades nor Updates (as such terms are defined below).
• “Patch” or “Service Pack” - means a software release containing a correction that fixes existing problem(s) in the Software Products (which are neither Updates and/or Upgrades), whether such were problems were reported as a Technical Incident by an End User or discovered independently by Invenology.
• “Software Incident Report” means (i) a Support Incident Report, and/or a (ii) Technical Incident Report, provided via e-mail and/or telephone, to Invenology [or Reseller] as further specified in support services section below.
• “Support and Technical Services” means (i) the support services specified in Section 3 below according to which Invenology [or Reseller] provides assistance, via e-mail and/or telephone, regarding the use and/or functionality of the Software Products, and according to which Invenology provides additional services specified in Section 3 below such as minor Updates, service packs etc. (“Support Services”), and (ii) the technical services specified in Section 4 below provided by Invenology [or Reseller] with respect to problems associated with the functionality and/or operations of the Software Products (including errors and bugs in the Software Product themselves), including the provision of Final Solution and Workarounds (“Technical Services”), all during the relevant Office Hours.
• “Update(s)” shall mean changes or additions to the Software Products which are denoted and designated by Invenology by a change in the right-most digit in the version number (for example, a change from X.1 to X.2).
• “Upgrade(s)” shall mean any changes or additions to the Software Products which are denoted and designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X).
• “Workaround” means a temporary corrective action to restore the Software Products to operation, in all material respects, in accordance with the Documentation.

Support Levels

First Line Support comprises initial analysis and investigation of Incidents relating to the proper operation of the Software Products in accordance with the Documentation and the delivery of a Final Solution, or if a Final Solution is not immediately available, a Workaround.

First Line Support shall include responsibility for:

• Assessing, dispatching, monitoring, reporting and escalating Incidents;
• Matching and resolving Incidents relating to known errors with proven resolutions provided by Invenology’s knowledge base, if possible;
• Forwarding Incidents requiring Second Line Support to Second Line Support;
• The installation of Upgrades;
• Provision of updated Documentation for such Upgrades.

Invenology shall furnish End-User the following support and maintenance and error-correction services for the Software Product(s) (the “Second and Third Line Support”).

Second Line Support comprises in-depth analysis and investigation of Incidents relating to the proper operation of the Software Products in accordance with the Documentation and the delivery of a Final Solution or, if a Final Solution is not immediately available, a Workaround.

Second Line Support shall include responsibility for:

• Providing Second Line Support to First Line Support;
• Identifying, classifying, investigating and diagnosing Incidents;
• Testing and validation of installation of Updates as delivered by Third Line Support;
• Providing a Workaround or a Final Solution upon resolution of an Incident;
• Escalating Incidents unable to be resolved by Second Line Support to Third Line Support;
• Testing and validation of installation of Upgrades as delivered by Third Line Support.

Third Line Support comprises in-depth analysis, investigation and coding on the level of design specification and/or Source Code of Software Products related to reported Incidents.

Third Line Support shall include responsibility for:

• Providing bug fixing support on the Software Products and the Third Party Software in accordance with sub-section technical support hereof;
• Providing in-depth analysis support upon the request of the Second Line Support staff on all reported Incidents;
• If a Final Solution and/or a Workaround cannot be delivered by Second Line Support, Third Line Support shall define and deliver a Final Solution within the timeframes set forth in sub-section technical support hereof;
• If a Final Solution is not immediately available, Third Line Support shall define and deliver a Workaround within the timeframes set forth in sub-section technical support hereof;
• Developing and maintaining migration procedures to implement Upgrades of the Software Products with respect to all supported versions of the Software Products.

Support Services and Support Services Levels

Within the Office Hours, Invenology shall provide the First, Second and Third Line Support, by telephone (the number of which shall be provided to the applicable users) and/or by e-mail support@invenology.com and [____________] respectively, as provided below and at the levels provided below. Support Services shall be requested by the submission of a Support Incident Report. Each response period shall start with the receipt of the SPR and is calculated on the basis of the Office Hours

Support Levels

Users of the WMSmart software have two primary options to receive Support, Maintenance and upgrades:

• Basic Level Support – Free of charge. Provides basic Support & Maintenance
• Open Level Support – Fees are based on amount of users. Users are fully covered with unlimited Support & Maintenance and eligible for free software upgrades

Basic Level Support - Applicable for the users of the Trail, Free and standard editions

Basic Level Support
Yearly Support and Maintenance Fees	Free
Initial Ticket Response Time To the Support Incident Report	Within 1-2 Business Days
Remote Access* (per year)
Number of Support Incidents in the aggregate	2
Support Methods	Email
Receive all Updates, Patches/Service Packs
Software Upgrades
Access to Invenology’s online support (i.e. FAQ webpages etc.)

Open Level Support - Yearly Support and Maintenance Fees based on number of Users:

Open Level Support	# of Users	Yearly Fee
Monthly Support and Maintenance Fees	1 5 10 Unlimited	$119 $269 $534 $1199
Initial Ticket Response Time To the Support Incident Report	Within 12 hours
Remote Access* (per year)	unlimited
Number of Support Incidents in the aggregate	unlimited
Support Methods	Email, Phone
Receive all Updates, Patches/Service Packs
Software Upgrades
Access to Invenology’s online support (i.e. FAQ webpages etc.)

Pay per support incident – Second year maintenance and support can be received either by continuing the monthly payment for support and maintenance or choose to receive support per incident. In that case the support incidents will be calculated based on the fees presented below:
Remark: End user that will stop participating in the open level support will not be eligible for free upgrades

In the event that End Users elect to cease receiving the Open Level Support prior to the end of any 12-month period, such End User shall be required to pay for support and maintenance services on a per-incident basis as specified in Section 3.3 below the, until the end of the committed 12-month period.

Any Technical Incident (or a Support Incident which is later classified by Invenology as a Technical Incident) shall not be counted towards the number of “Support Incidents” available to each End User (according to the level of Support to which such End User is entitled in accordance with the tables above).

The term “Remote Access” shall mean End User’s request that Invenology access and control End User’s computer from Invenology’s location in order to aid End User in resolving a Support Incident. Such request for Remote Access by End User shall in no event limit those obligations under Section 4 of Exhibit A attached hereto.

On Site Support Services or training services may be purchased at the rate of $1395 per day (excluding travel and related expenses, which shall be added to such amount).

Technical Support - Technical Incident Handling and Response Times

1. The following are the Technical Incident error categories and maximum response periods to be in place in respect of the Software Products. Each response period shall start with the receipt of the SPR and is calculated on the basis of the Office Hours.

   Severity Level of the Technical Incidents	Description
   Show Stopper Technical Incident Type – CRITICAL	The problem causes a major loss of Software Product functionality. Work cannot reasonably continue as the feature or function does not allow completion of work and the operation is mission critical to the Software Product operation.
   Functional Technical Incident Type – MAJOR	The problem causes a significant loss of functionality in the Software Product that must be fixed. The problem is not causing an immediate work stoppage. Software Product operation can continue in a restricted fashion.
   Cosmetic Technical Incident Type – MINOR	Any condition in the Software Product that does not have a major affect on Software Product operation.

   Technical Incidents shall be reported using Technical Incident Reports provided via e-mail or through Invenology’s applicable web-page, or, in respect of Gold support, also by telephone. Each Technical Incident shall be categorized by Invenology as to severity, according to the Severity Levels specified in the table above.

2. Response times in respect of the Technical Incidents shall be dependent on the severity level thereof, and the applicable level of Support Services. All SPR’s shall be acknowledged within two (2) Business Hours of the receipt thereof.

   Work Around/ Final Solution
   	Basic Level Support			Open Level Support
   Edition	Free	Trial (1 Month)	Standard	Professional Edition	Premier Edition	Enterprise Edition
   Initial Response time	Within 72 hours	Within 72 hours	Within 24 hours	Within 6 hours	Within 6 hours	Within 6 hours
   Workaround (For Technical Incidents which are Major and Critical)	-	-	Within 72 hours	Within 24 hours	Within 24 hours	Within 24 hours
   Final Solution (For Technical Incidents which are Major and Critical)	Next commercial release	Next commercial release	Within 5 Business days	Within 3 Business days	Within 3 Business days	Within 3 Business days

   Within the initial response time specified above, Invenology or Reseller will acknowledge the Technical Incident and shall attempt to diagnose and characterize the severity level of the Technical Incident.

   Invenology shall use commercially reasonable efforts to provide the applicable Workaround and/or Final Solution within the timeframes provided above. Nevertheless, Invenology does not provide any warranty or assurance that applicable Workaround and/or Final Solution could or shall be provided within the time frames provided below.

   Cosmetic (Minor) Incidents will be remedied within the next major Update and service packs. Furthermore, all reasonable measures will be taken that are required to recover Major and Critical Incidents within the periods specified above. However, due of the individual nature of each error, Invenology cannot guarantee that each Incident will be remedied within such period.

Support Service Exclusions

In addition to any other limitations set forth in this Document, Invenology is not obliged to provide Support Services and/or Technical Services where the relevant problem or issue arises directly and solely from:

• Modifications or enhancements to the Software Products not made by Invenology or made without Invenology’s prior written consent;
• Any unauthorized use of the Software Products;
• Any accident or disaster affecting the Software Products including fire, flood, lightning or vandalism and any other incident outside the control of Invenology;
• End Users’ loss of data due to failure to maintain appropriate backup;
• Use of the Software Products on anything other than the configuration specified in the Documentation and/or pre-approved in writing by Invenology.

Version support

Invenology will, at a minimum, provide Support Services and Technical Services for the latest Upgrade, the immediately preceding Upgrade and all Updates and patches in between those Upgrades.

Documentation

If the Documentation does not provide adequate or correct instructions in order to enable End User to make proper use of any facility or function of the Software Products, then Invenology will use commercially reasonable efforts to correct the defect and provide such End User with appropriate amendments to the Documentation.

End User Support

The level of support that Invenology can provide is dependent upon the cooperation of Reseller and the applicable End User(s) and the quantity of information that Reseller and the applicable End User(s) can provide.

If Invenology cannot reproduce a problem or if Reseller and the applicable End User(s) cannot successfully gather adequate troubleshooting information, Invenology may need temporary login access on Reseller’s and/or End User(s) system to identify and address the problem. Reseller and the applicable End User(s) will provide all reasonable assistance in connection with the foregoing matters.

End User Responsibility

If End User is allowed to make modifications under OEM Agreement and/or End User License Agreement, as applicable, Invenology shall not be responsible for maintaining End User’s modified portions of the Software Product(s) or any software or for maintaining portions of the Software Product(s) or any software, equipment or hardware affected by End User(s) modified portions of the Software Product (s) and/or software. Upon End User(S) prior written approval, corrections for difficulties or defects traceable to End User(s) errors or systems changes shall be billed at Invenology’s standard time and material charges then in effect.

Right to Work Product

All error corrections, Workarounds, Final Solutions, enhancements, new releases, Updates, Upgrades and any other work product or deliverables created or delivered by Invenology in connection with this Document (“Work Product”) are and shall remain the exclusive property of Invenology regardless of whether Reseller, End User, their respective employees, or agents may have contributed to the conception, joined in its development, or paid Invenology for the development or use of the Work Product. Such Work Product shall be considered Software Product(s) and subject to the terms and conditions contained herein and the End User License Agreement, as applicable.