Premier Support Agreement

‍1. Definitions

• Authorized Contact means a Customer representative authorized to submit Support Requests and approve additional services
• Business Day means Monday through Friday, excluding United States federal holidays.
• Business Hours means 6:00 a.m. through 6:00 p.m. Pacific Time on Business Days. Support Requests received outside Business Hours are deemed received at the beginning of the next Business Day.
• Confidential Information has the meaning stated in Section 8.
• 1.5  “Support Service” – means the service being provided by the Company under these terms, specifically a Telephone Helpdesk Service, Error Correction Service and Update Service.
• Customer Data means Customer's business, financial, operational, transactional, and other data contained in or made available through the Supported Environment.
• Effective Date means the effective date stated in the applicable Order Form.
• Incident means an unplanned interruption, degradation, error, or malfunction affecting the Supported Environment.
• Order Form means a document executed by both parties that references this Agreement and identifies the applicable services, support allowance, fees, term, and other Customer-specific terms.
• Premier Support Services means the services described in Section 3
• 1.11  “Effective Date” – means the date on which the services detailed in this agreement commence, for clarity this does not necessarily mean the execution date of this agreement.
• Professional Services means implementation, development, integration, migration, consulting, training, project work, or other services outside the scope of Premier Support Services.
• Response Time means the period between Innormax's receipt of a properly submitted Support Request and Innormax's initial acknowledgement and commencement of triage.
• Support Request means a request for assistance submitted by an Authorized Contact through an approved support channel.
• Supported Environment means the SAP Business One environment and related systems, integrations, infrastructure, and components identified in the applicable Order Form.
• Third-Party Services means software, hardware, hosting, integrations, infrastructure, or services not owned or controlled by Innormax, including products and services provided by SAP, Microsoft, Boyum, Produmex, hosting providers, and other vendors.

2. Premier Support Services

• 2.1 Included Services
• Subject to this Agreement and the applicable Order Form, Innormax will provide ongoing operational support for the Supported Environment, including the following:
• Incident Diagnosis and Troubleshooting: Investigation, diagnosis, troubleshooting, and reasonable remediation of Incidents, including identification of a workaround where immediate resolution is not reasonably available.
  
• SAP Business One Functional Assistance: Guidance regarding standard SAP Business One functionality, navigation, transactions, system usage, and existing business processes.
• User Guidance and Best Practices: Operational recommendations intended to improve Customer's use of existing SAP Business One functionality. Such guidance does not include implementation, formal training, or business process redesign.
• Minor Configuration Adjustments: Limited changes to existing configuration settings that do not materially alter the Supported Environment, introduce a new business process, require development, or create material testing or deployment requirements that may include the following:
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  • user authorization changes;
  • minor adjustments to existing approval templates;
  • numbering-series changes;
  • document-default changes;
  • limited changes to existing user-defined fields or valid values; and
  • similar low-risk administrative changes.
  
  Minor Configuration Adjustments exclude new workflows, new modules, database modifications, custom development, system-wide reconfiguration, data migration, and project-based changes.
• Standard Reports and Queries: Reasonable assistance with existing standard reports, dashboards, formatted searches, and queries, including troubleshooting errors and making limited changes to filters, parameters, fields, or existing query logic. Premier Support does not include new or materially redesigned Crystal Reports, dashboards, KPIs, stored procedures, complex SQL queries, analytics solutions, or business intelligence development.
• Performance and System Health Reviews: Periodic review of system performance, stability, and operational health where Innormax has sufficient access and technical visibility. Reviews may include maintenance, configuration, or optimization recommendations.
• Remote Diagnostic Services: Remote access to the Supported Environment for investigation, testing, troubleshooting, and validation. Customer must provide secure and timely access.
• Simple Layout Modifications: Minor changes to existing document layouts or print formats using existing data sources and layout structures that may include:
  
  • replacing logos or company information;
  • repositioning existing fields;
  • changing fonts, spacing, alignment, or page formatting;
  • displaying or removing existing standard fields; and
  • correcting formatting issues.
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  Simple Layout Modifications exclude new reports or layouts, new data sources, custom calculations, barcode or label development, advanced conditional formatting, multilingual development, and material redesign.
• Support Ticket Management: Logging, prioritizing, tracking, communicating, and managing Support Requests through resolution, workaround, escalation, or closure.
• Periodic Business Reviews: Where included in the Order Form, Innormax and Customer will conduct periodic reviews of support activity, recurring issues, service utilization, system health, operational recommendations, and future priorities.
• Strategic Operational Guidance: General advisory guidance regarding system use, operational improvements, adoption of existing functionality, and planning considerations. This does not include implementation or project execution.
  
  Innormax will determine in good faith whether a request falls within Premier Support based on its scope, complexity, effort, risk, testing requirements, and potential impact. Innormax will notify Customer before performing separately billable work, and no such work will begin without approval from an Authorized Contact.
• Strategic Operational Guidance: General advisory guidance regarding system use, operational improvements, adoption of existing functionality, and planning considerations. This does not include implementation or project execution.
  
  Innormax will determine in good faith whether a request falls within Premier Support based on its scope, complexity, effort, risk, testing requirements, and potential impact. Innormax will notify Customer before performing separately billable work, and no such work will begin without approval from an Authorized Contact.
• 2.2 Support Allowance
• Any included support allowance, usage limitations, expiration terms, or other service entitlements are stated in the applicable Order Form.
• 2.3 Additional Services
• Services exceeding the applicable support allowance or falling outside Premier Support require Customer's written approval and may be provided under a Statement of Work or other written authorization.
• 2.4 Excluded Services
• Unless expressly included in an Order Form or Statement of Work, Premier Support does not include:
  
  • new implementations, modules, or business processes;
  • database creation, consolidation, migration, or upgrades;
  • data migration, cleansing, correction, or mass updates;
  • business process redesign;
  • custom development;
  • new integrations or APIs;
  • warehouse or manufacturing design;
  • new or materially redesigned reports or layouts;
  • formal training engagements;
  • hosting, hardware, network, or operating-system administration;
  • on-site or after-hours services;
  • legal, tax, accounting, or regulatory advice; or
  • work requiring formal requirements gathering, project planning, development, testing, or deployment management.

3. Service Levels

• Innormax will use commercially reasonable efforts to respond to properly submitted Support Requests according to Exhibit A – Support Priority Matrix.
  
  Response Time begins when Innormax receives a Support Request through an approved support channel with sufficient information to begin triage.
  
  Response Time applies only to acknowledgement and commencement of triage and does not guarantee resolution within a specific period.
  
  Innormax may reasonably reclassify a Support Request based on its actual business impact, number of affected users, availability of a workaround, and severity.
  
  Response targets are operational objectives only and do not create warranties, guarantees, service credits, penalties, or other remedies.
  
  Response targets may be suspended or adjusted where:
  
  • Customer fails to provide required access, information, logs, or personnel;
  • Customer delays or declines requested troubleshooting;
  • the reported issue cannot be reproduced;
  • the issue results from unsupported software, unauthorized changes, or Customercontrolled systems;
  • resolution depends on SAP or another third party; or
  • circumstances outside Innormax's reasonable control prevent investigation or remediation.

4. Customer Responsibilities

• Customer will:
  
  • maintain required SAP and third-party licenses and maintenance;
  • provide secure and timely access to the Supported Environment;
  • designate Authorized Contacts;
  • maintain current and recoverable backups;
  • provide accurate information and reasonable reproduction steps;
  • provide relevant logs, screenshots, and error details;
  • cooperate with troubleshooting;
  • promptly disclose changes affecting the Supported Environment; and
  • maintain supported software versions unless otherwise agreed.
  
  Failure to meet these responsibilities may delay services and suspend applicable response targets.

5. Fees and Payment

• All fees, support allowances, rates, invoicing schedules, taxes, and payment terms are stated in the applicable Order Form or Statement of Work.
  
  Innormax may suspend services upon written notice if Customer fails to pay undisputed amounts when due or if Customer's systems, credentials, or requested activities create a material security, legal, or operational risk.
  
  Suspension does not relieve Customer of obligations incurred before or during the suspension.

6. Term and Termination

• This Agreement begins on the Effective Date and continues for the term stated in the applicable Order Form. Renewal and non-renewal terms are governed by the Order Form.
  
  Either party may terminate this Agreement or an affected Order Form if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice.
  
  Either party may terminate immediately if the other party becomes insolvent, ceases substantially all operations, makes an assignment for creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.
  
  Innormax may immediately suspend or terminate affected services where Customer's actions are unlawful, create a material security risk, threaten Innormax or third-party systems, or materially interfere with Innormax's services.Upon expiration or termination:
  
  • Premier Support Services will cease;
  • accrued payment obligations remain due;
  • Confidential Information will be handled under Section 8; and
  • provisions intended by their nature to survive will remain effective.
  
  Below are tightened Sections 8 through 14, aligned with the structure and terminology already used in the agreement.

7. Confidentiality

• Each party (the "Receiving Party") may receive non-public business, financial, technical, operational, security, or other proprietary information from the other party (the "Disclosing Party") that is identified as confidential or reasonably should be understood to be confidential under the circumstances ("Confidential Information").
  
  The Receiving Party will:
  
  • use Confidential Information only to perform its obligations or exercise its rights under this Agreement;
  • protect it using at least reasonable care;
  • disclose it only to employees, contractors, advisors, and representatives who need access and are subject to confidentiality obligations; and
  • remain responsible for any breach of this Section by its representatives.
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  Confidential Information does not include information that the Receiving Party can demonstrate:
  
  • is publicly available through no breach of this Agreement;
  • was lawfully known without restriction before disclosure;
  • was independently developed without use of the Confidential Information; or
  • was lawfully received from a third party without confidentiality restrictions.
  
  If disclosure is required by law, subpoena, or court order, the Receiving Party will, where legally permitted, provide prompt notice and reasonable assistance so the Disclosing Party may seek protective relief.
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  Upon written request or termination of this Agreement, the Receiving Party will return or securely destroy Confidential Information, except for information retained by law or within routine archival backups. Retained information remains subject to this Section.
  
  These obligations survive for five (5) years after disclosure. Obligations concerning trade secrets survive for as long as the information remains protected as a trade secret under applicable law.

8. Intellectual Property

• Each party retains all right, title, and interest in its pre-existing and independently developed intellectual property. Customer retains ownership of Customer Data, Customer-provided materials, proprietary business records, and Customer-specific business processes.
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  SAP Business One software, database structures, third-party software, documentation, trademarks, and other licensed materials remain the property of SAP or their respective owners. Nothing in this Agreement expands or modifies Customer's rights under applicable license agreements.Innormax retains ownership of its:
  
  • methodologies and service frameworks;
  • templates and documentation;
  • tools, utilities, scripts, and diagnostic processes;
  • workflows and best practices;
  • training materials;
  • know-how; and
  • improvements or derivative materials developed independently of Customer's Confidential Information.
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  Customer grants Innormax and its authorized personnel a limited, non-exclusive right during the term to access and use Customer's systems, credentials, materials, and Customer Data solely as necessary to provide Premier Support Services.
  
  Deliverables, custom software, integrations, reports, configurations, or other work products created under a separate Professional Services engagement will be governed by the applicable Statement of Work.
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  Customer may provide non-confidential suggestions or feedback. Innormax may use that feedback without restriction or payment, provided it does not disclose Customer's Confidential Information or publicly identify Customer without prior written consent.
  
  No intellectual property rights are transferred except as expressly stated in this Agreement or an applicable Statement of Work.

9. Data Protection and System Access

• Innormax will access Customer Data and the Supported Environment only as reasonably necessary to provide Premier Support Services or as otherwise authorized by Customer.
  
  Innormax will:
  
  • limit access to personnel and contractors who require it to perform the services;
  • require such personnel to comply with appropriate confidentiality obligations;
  • maintain commercially reasonable administrative, technical, and organizational safeguards; and
  • notify Customer without unreasonable delay after confirming unauthorized access to or disclosure of Customer Data within Innormax's possession or control.
  
  Innormax will reasonably cooperate with Customer in investigating and addressing a confirmed security incident relating to Innormax's performance under this Agreement.
  
  Customer is responsible for:
  
  • maintaining current and recoverable backups;
  • testing backup and restoration procedures;
  • maintaining appropriate user access controls;
  • protecting credentials and authentication methods;
  • promptly removing access for unauthorized or departed personnel; and
  • notifying Innormax of material changes affecting security or system access.
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  Unless expressly stated in a separate written agreement, Innormax is not Customer's system of record, hosting provider, or primary backup provider. Where required by applicable law or the nature of the services, the parties may execute a separate data processing or security agreement.

10. Warranties and Disclaimers

• Innormax warrants that it will perform Premier Support Services in a professional and workmanlike manner consistent with generally accepted industry practices.
  
  Customer's exclusive remedy for a breach of this warranty is re-performance of the affected service, provided Customer notifies Innormax within thirty (30) days after the service was performed.
  
  Except as expressly stated in this Agreement, Premier Support Services are provided "as is," and Innormax disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
  
  Innormax does not warrant that:• the Supported Environment will operate without interruption or error;
  
  • every Incident will be resolved;
  • a resolution will be available within a particular period;
  • Third-Party Services will remain available or compatible; or
  • Customer's systems will be free from security threats, data loss, or unauthorized access.
  
  Innormax is not responsible for failures caused by Customer actions, unauthorized changes, unsupported software, Third-Party Services, or systems outside Innormax's reasonable control.

11. Limitation of Liability

• To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, revenue, goodwill, anticipated savings, business opportunities, or data, even if advised that such damages were possible.
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  Except for Excluded Claims, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the Premier Support fees paid or payable under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.
  
  "Excluded Claims" means:
  
  • Customer's payment obligations;
  • fraud or fraudulent misrepresentation;
  • gross negligence or willful misconduct; and
  • liabilities that cannot be limited or excluded under applicable law.
  
  The limitations in this Section apply regardless of the legal theory asserted and even if a limited remedy fails of its essential purpose.Any different or additional liability limit must be expressly stated in the applicable Order Form and signed by both parties.

12. General Terms

• 12.1 Entire Agreement and Order of Precedence: This Agreement, each applicable Order Form, Exhibit A, and any executed Statement of Work constitute the entire agreement between the parties concerning their respective subject matter and supersede all prior or contemporaneous discussions, proposals, representations, and agreements.In the event of a conflict:
  
  1. an Order Form controls for Customer-specific and commercial terms;
  2. this Agreement controls for general legal terms;
  3. Exhibit A controls for support priorities and response targets; and
  4. a Statement of Work controls for the Professional Services described in that Statement of Work.
  
  An Order Form or Statement of Work will not amend this Agreement unless it expressly identifies the provision being amended.
• 12.2 Amendments: No amendment or modification will be effective unless made in writing and signed by authorized representatives of both parties.
• 12.3 Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to this Agreement.
  
  Any prohibited assignment is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
• 12.4 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
  
  Neither party may bind the other without express written authorization.
• 12.5 Force Majeure: Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disputes, epidemics, cyberattacks, utility failures, widespread internet or telecommunications outages, or failures of third-party providers.
  
  The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.
  
  Force majeure does not excuse Customer's obligation to pay amounts due for services already provided.
• 12.6 Notices: Formal notices must be in writing and delivered to the physical or email addresses identified in the applicable Order Form.
  
  Notices will be effective:
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  • upon confirmed personal delivery;
  • one Business Day after delivery by nationally recognized overnight courier;
  • three Business Days after deposit by certified mail, return receipt requested; or
  • upon confirmed receipt when sent by email.
  
  Routine support communications and Support Requests do not constitute formal legal notice unless expressly identified as such.Either party may update its notice information by written notice.
• 12.7 Waiver: Failure or delay in enforcing a provision does not waive that provision or any other right.
  
  A waiver is effective only if made in writing and applies only to the specific circumstance for which it was given.
• 12.8 Severability: If any provision is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
• 12.9 No Third-Party Beneficiaries: This Agreement benefits only Innormax and Customer. It creates no rights or remedies for any other person or entity.
• 12.10 Governing Law and Venue: This Agreement will be governed by the laws of the State of California, without regard to its conflictof-laws principles.
  
  Any legal action or proceeding arising out of or relating to this Agreement must be brought exclusively in the Superior Court of California, County of Orange, or the United States District Court for the Central District of California, Southern Division.
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  Each party irrevocably consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.
• 12.11 Counterparts and Electronic Signatures: This Agreement and any related Order Form may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.
  
  Electronic signatures and electronically transmitted copies have the same force and effect as original handwritten signatures.
• 12.12 Survival: Sections relating to accrued payment obligations, confidentiality, intellectual property, data protection, disclaimers, limitation of liability, and General Terms survive expiration or termination, together with any other provision that by its nature is intended to survive.
• 12.13 Headings: Section headings are provided for convenience only and do not affect interpretation.

EXHIBIT A

Support Priority Matrix

Priority is determined by actual business impact, not requested urgency. Innormax may adjust the assigned priority after reviewing the circumstances.Target Initial Response means acknowledgement and commencement of reasonable triage. It does not represent a resolution commitment.