HUMANIZE'S SOFTWARE LICENSE AGREEMENT

Support and Maintenance activities shall be provided to Licensee or its designated subcontractor(s) in order to support the Deployment and use of the Product defined in the Quote (“Scope”) in accordance with the tier structure below.

1. DEFINITIONS

1.1.   “Additional Customization Requests” means additional Licensee requests to provide customizations that are beyond the Scope;

1.2.   “Technical Support Engineers” means software experts responsible to help the Licensee Super Users implement and make maximum use of the Product capabilities;

1.3.   “Customization” means necessary implementation and/or adaptation of the Software to the Licensee’s work environment (by plug ins, interfaces, web services, integrations);

1.4.   “Feature Requests” means specific Licensee requests to enhance the Software with capabilities that are not provided in Humanize generic Software;

1.5.   “GA Version” means the generally available Product version (GA) – the current product version that was validated and declared as "Generally Available" (GA) to be installed and used by all customers;

1.6.   “Hotfix” refers to a single bug fix which is targeted to resolve a Critical case at a specific Licensee and will be installed onto this specific Licensee The Hot Fix will be merged later onto GA version or patch and will become available to all customers on GA version and up;

1.7.   “Licensee System Owner” means Licensee’s point of contact for the purpose of executing the Scope;

1.8.   “Licensee” means the Customer;

1.9.   “Patch” refers to a specific software release which includes accumulation of several bug fixes, and is based on GA version, or a version in validation phase. Available to all customers. A patch will not include new capabilities;

1.10. “Product” means Humanize products defined in the Quote.

1.11. “Product Enhancements Requests” Licensee requests to enhance capabilities and add new features to the Licensor’s core Product.

1.12. “Product Errors” means a Product’s failure to substantially perform to the Specifications. These Product Errors will be categorized in four (4) levels according to the Support Levels below.

1.13. “Support Center” means the Humanize Support system that is used to provide technical support and serve as a means of communication and reference;

1.14. “Training” means the process of preparing Licensee Super Users to use the Product. The Training shall include materials to be provided to Licensee’s training department at the Site; a PowerPoint Training presentation and a "train the trainer" process provided by Humanize to the Licensee System Owner(s) and Licensee Super Users.

1.15. “Workaround” means an interim solution to a Product Error that solves the problem until permanent solution is provided in the next Update.

2. SUPPORT TIERS

Humanize shall provide Support and Maintenance based on the following “Tiers”:

2.1.   Tier 1 Support.

2.2.   To be provided by Humanize Technical Support Engineers during standard working hours. Based on the criticality of the Product Error (as specified below), the Humanize Technical Support Engineers may contact the Support Center, thus getting Tier 2 Support for consulting and escalation.

2.3.   Tier 2 Support.

2.4.   To be provided by Product Development Team.

3. SERVICE LEVEL

3.1.   General Support.

3.1.1. The Support Services to be provided by Humanize, includes the following:

3.1.1.1. The requester will log in to the Humanize Support system and create a ticket with a mutually agreed upon criticality level classification consistent with the Criticality Level Definition (see below). Humanize will respond to a ticket in accordance with the Criticality Level Resolution Matrix set forth below, depending upon the criticality level of the Product Error.

3.1.1.2. Telephone assistance or, as required, e-mail assistance, or communication via Humanize support channels, with the diagnosis and resolution of Product (Telephone and e-mail communications for office hours only)

3.1.2. Closure of a Support Case will occur upon:

3.1.2.1. A permanent fix of the Product Error being furnished and qualified by Humanize within an agreed time frame as defined herein, or

3.1.2.2. A Workaround being furnished and qualified by Humanize within an agreed time frame as defined below and an agreement between Licensee and Humanize that a permanent solution will be deployed at a later time.

3.2.   Standard Service (Included in License Fees).

Standard Service is off-Site support for the supported Humanize Product. This basic support scheme is provided as part of the License Fees payable by Licensee. Under this level of service, Humanize shall:

3.2.1. Make Support Center available to Licensee through Humanize Support system according to the resolution matrix below; Response and actions will follow the working hours (9AM to 6PM in local time).

3.2.2. Create User accounts for the Humanize Support system based on information furnished by the The Licensee will periodically update user account information to the Humanize support system administrator to maintain the accounts;

3.2.3. Assist with troubleshooting and resolving Product Errors involving the supported Products;

3.2.4. Provide available work-around;

3.2.5. Provide active Product Error fixes;

3.2.6. Provide modifications to supported Software through Updates for the supported Humanize Product only;

3.2.7. Provide telephone and e-mail communication when necessary.

3.3   Premium Service (optional service for additional payment)

Premium Service is 24x7 support for supported Humanize Products. Premium Service expands Standard Service by the following:

3.3.1. Increased commitment for Response Time

3.3.2. Increased commitment for quick fixes;

3.3.3. The Licensee may request Humanize to provide the Premium Services at any time. The fees for the Premium Service shall be defined in separate Quotes.

4. LICENSEE RESPONSIBILITIES

4.1.   Licensee shall make available to Humanize a remote connection to Licensee Sites for the purpose of Product Error resolution. If remote access is denied or otherwise not available to Humanize, the time intervals for response and resolution will be expanded to adjust for the time during which access is not In case of dispatching engineer due to lack of remote link, Licensee will bear the cost according to the Humanize Price List for Professional Services.

4.2.   During the ongoing maintenance of the project Licensee will commit to have full time Licensee System Owner(s). These personnel will be of such professional qualification as required in order for them to be supporting Humanize Technical Support Engineers during the escalation process before the problem is escalated to Tier-2.

5. RESOLUTION MATRIX

Since Humanize is licensing to Licensee Humanize Products that are of IT infrastructure nature, the Support Service response and resolution times are dependent upon the following aspects of the Product Errors:

5.1.   Product Errors Classification Methodology:

5.1.1. Product Errors affecting Real-Time activities;

5.1.2. Other application Product Errors or issues:

5.1.2.1. Product Errors that affect certain business scenarios and have no workaround (e.g. error messages when trying to perform certain functions)

5.1.2.2. Product Errors that have a workaround

5.1.2.3. Product Errors regarding usability, screen layout, field names or other UI components

5.2.   Four level criticality classification will be used as follows:

5.2.1. Criticality 1

Majority of users are unable to use the Product. The specific functionality is mission-critical to the business and the situation is considered an emergency

5.2.2. Criticality 2

Critical loss of application functionality or performance resulting in a high number of users unable to use the Product. Major feature/product failure; inconvenient workaround or no workaround exists. The Product is usable but severely limited. Examples of such failures can be but are not limited to:

• • • • Software problem which causes the inability to use the Product completely.

      • Inability to run full test/assessment flow.

5.2.3. Criticality 3

Moderate loss of application functionality or performance resulting in multiple users impacted in their normal functions. Minor feature/product failure, a convenient workaround exists/minor performance degradation/not impacting production.

5.2.4. Criticality 4

Minor loss of application functionality, product feature requests, how-to questions. The issue consists of "how-to" questions including issues related to one or multiple modules and integration, installation and configuration inquiries, enhancement requests, or documentation questions.

*Note regarding slowness Corporate Plan in performance:

Slowdowns in most cases are not related to Product Errors but to the overall IT environment or to the architecture that was provided for the Product. Thus, Slowdowns will not be classified as Product Errors prior to a thorough Licensee IT investigation.

5.3.   Response and Resolution Times:

The following matrix details the specific response and resolution times for the level of service offered:

6. SPECIFIC COMMITMENTS TO LICENSEE, ADDITIONAL CUSTOMIZATION AND ENHANCEMENTS REQUESTS

6.1.   Product is delivered as a generic software version with scheduled Upgrades.

6.2.   Product Enhancement requests by Licensee will be addressed by a dedicated software development team that will be a chargeable item as part of a Professional Services Statement of Work. The scope of Product Enhancements will be limited to the capacity of paid feature team.

6.3.   Licensee specific customization requests such as and not limited to new parsers, proxy or changes to existing ones will be delivered through paid professional services All work needed to keep these customizations functional in future software releases will be delivered as a paid professional services engagement subject to the execution of a Professional Services Statement of Work.