Warehouse Management Service & Support Agreement

This Service and Support Agreement (“SSA”) supplements and forms part of the Cloud Inventory SaaS Agreement (“Agreement”). This SSA applies to the Services and Support provided by Cloud Inventory as part of the Customer’s licensing of Warehouse Management System (“WMS” or “Services”). Customers enter into this SSA of behalf of itself and, in the name and on behalf of its Affiliates.

Definitions

For the purposes of this Service and Support Agreement, the terms below have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

“Ticket” is a request for support submitted to Cloud Inventory’s Customer Support Center by designated Customer personnel

“Contract Term” is the length of term (number of years) for each Customer contract.

“Priority 1 or P1” are critical errors in WMS where Production is completely down, and the system is fully inaccessible.

“Priority 2 or P2” are errors where core business processes and/or multiple users are severely impacted and there are no available workarounds.

“Priority 3 or P3” are errors where business processes are partially impacted, but the system is usable, and workarounds are available.

“Priority 4 or P4” are errors where business processes or an individual user are minimally impacted, or a solution is scheduled for delivery.

“Region” is contiguous geographical area containing multiple data centers. Multiple datacenters provide greater availability and redundancy.

“RTO (Recovery Time Objective)” is the maximum length of time the Services can be down after a failure or disaster occurs.

“RPO (Recovery Point Objective)” is the maximum acceptable amount of time that might pass during a disruption since the last data recovery point. This determines what is considered an acceptable loss of data between the last recovery point and the interruption of service.

“SLA (Service Level Agreement)” is the percentage of time Services will be available to the customer as determined by the Service Availability Calculation. Service Availability Calculation (for SLA)” is calculated using this formula: (Total Hours in Reporting Period – Unplanned Downtime –Scheduled Maintenance – Excluded Downtime) / (Total Hours in Reporting Period – Scheduled Maintenance – Excluded Downtime) * 100%.

• “Scheduled Maintenance” is any period of time during which the Service is unavailable due to Cloud Inventory’s planned maintenance and support for which Cloud Inventory gives You at least 24 hours prior notice.
• “Excluded Downtime” is one or more of the following: (i) unavailability caused by circumstances beyond Cloud Inventory’s reasonable control, including, without limitation, acts of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Cloud Inventory employees), or any other force majeure event or factors; (ii) any problems resulting from Customer combining or merging the Service with any hardware or software not supplied by Cloud Inventory or not identified by Cloud Inventory in writing as compatible with the Service; (iii) interruptions or delays in providing the service resulting from telecommunications or Internet service provider failures outside of Cloud Inventory’s datacenter; (v) any interruption or unavailability resulting from Customer’s use of the Service in an unauthorized or unlawful manner or any interruption resulting from the misuse, improper use, alteration, or damage of the Service; (vi) any problems caused by modifications in any version of the Service not made or authorized by Cloud Inventory in writing; (vii) any problems resulting from Customer’s or any third-party’s acts, errors or omissions or any systems not provided by Cloud Inventory.
• “Unplanned Downtime” is any time the Service is not available because of an event or circumstance other than Scheduled Maintenance and Excluded Downtime.

“Support” means helping designated Client personnel troubleshoot and diagnose issues with Licensed Products, validate proper functionality of Licensed Products, obtain resolution of an identified defect in Licensed Products by provision of an error correction or work around.

General Support Terms

1. During the Contract Term, Cloud Inventory shall provide support services for Licensed Product(s) to Customers. Customers shall submit support tickets and enhancement requests to the Cloud Inventory Customer Support Center (“CSC”) via the Customer Portal at https://support.cloudinventory.com. Customers will be provided a Service Dashboard to track their support tickets.

2. CSC shall engage with Customer personnel and shall utilize a variety of methods to document, confirm, and diagnose the source of an issue reported in a Ticket. Such methods may include direct dialogue with Customer personnel, request and review of assorted system logs (both Licensed Product(s) and logs from other Customer systems), access to Customer systems to observe the problem directly, enabling or installing additional logging parameters and tools. CSC shall not install any troubleshooting tool on Customer systems or access Customer systems without specific authorization to do so from authorized Customer personnel.

   1. Troubleshooting and diagnosis is for the purpose of identification, confirmation, and replication of reported problems/defects with Licensed Product(s). Once a defect with Licensed Product(s) is confirmed and replicated, CSC shall initiate communication with Cloud Inventory development for commencement of error correction processes and/or development of work-around.
   2. While Cloud Inventory may investigate configurations and setup of other Customer systems including, but not limited to, enterprise applications, databases, hardware, operating systems, and network configuration, Cloud Inventory is not responsible for correction of any issue identified with those systems or components.
   3. In the course of troubleshooting and diagnosing a Ticket, CSC may provide Customer with technical documents related to non-Cloud Inventory products. Such information is provided for the consideration of Customer personnel. Cloud Inventory is not responsible for the contents of such documentation or to assist with completion of any tasks identified in such documents.

3. When CSC identifies an error with a supported Licensed Product, Cloud Inventory shall attempt to correct the error, as soon as is practicable.

   1. Error, as used herein, shall mean a deviation between the Licensed Product(s) and the description thereof contained in the documentation or herein.
   2. A failure of the Licensed Product(s) to function properly due to (i) changes made by Customer, or Customer’s designee, in the Licensed Product(s) or (ii) the failure of Customer’s procedures or computer environment in which the Licensed Product(s) is used by Customer to conform with the procedures or computer environment specified in the documentation shall not constitute an error. If Customer desires to have such failure corrected, Customer shall pay Cloud Inventory, at Cloud Inventory’s customary billing rates, for Cloud Inventory time and expenses incurred in performing such correction.
   3. CSC shall function as the Cloud Inventory facilitator for delivery of a correction/fix or a work-around for the error. Cloud Inventory shall work in conjunction with Cloud Inventory development and other Cloud Inventory groups as necessary to provide either the correction/fix or a suitable work-around.

4. Cloud Inventory Support does not include a guarantee of the reliability of bug fixes, patches, or new revisions of software, nor does it include services such as assistance in program/script design, consultation services, or debugging non-Cloud Inventory software. Such non-standard services may be available from Cloud Inventory, subject to availability at Cloud Inventory’s then standard policies, rates, and resource availability.

5. Cloud Inventory Support does not include support of Customer Developed Applications. CSC may include Customer Developed Applications in its scope of troubleshooting and diagnosis activities, but such investigation shall be for the sole purpose of assessing proper function of the Licensed Product(s). Errors in Customer Developed Applications are not covered by the services described herein. Upon Customer request, assistance to correct/fix such errors may be available from Cloud Inventory, at Cloud Inventory’s then standard policies and rates, and subject to Cloud Inventory resource availability.

6. Cloud Inventory Support does not include support of any third-party software (non-Cloud Inventory software) unless such product is incorporated into and distributed as part of Licensed Product(s) or is licensed by Cloud Inventory to Customer under a master agreement with Cloud Inventory.

SLA

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