TECHNICAL SUPPORT POLICY 

Definitions

a) “We,” “we” or “our” or “Memex” means Memex Inc. or its subsidiaries.

b) “You,” “you” or “your” means you as the customer, the company, or the legal entity that has obtained the Hardware or Software to which the Support Services apply.

Scope

Memex will deliver Support Services for our Hardware and Software Products, in accordance with the terms of this Policy, including the section captioned “Limitations” below.  We will provide Support Services for Software when used in a Supported Configuration.  Note that the provisions and definitions of your Support Agreement supersede any inconsistent terms in this Policy or in your License Agreement.  You are entitled to receive Support Services during the term of your Support Agreement, based on the offering you purchased, and for Software installed at locations in which you are authorized to use such license in the country or countries for which you have purchased Support Services.  We will provide Support Services for Hardware as per the documentation in the included manual for the first 15 minutes at no charge.  Thereafter we will bill for services on an hourly basis with a minimum 1 hour.  Hardware products carry a 3 year warranty.

Language Support

We primarily provide Support Services in English. Our support centers will use commercially reasonable efforts to provide language support during Regional Business Hours, based on available resources.

Designated Contacts

We will provide Support Services to you through your Designated Contacts.  Your Support Agreement will state the number of Designated Contacts you are entitled to register and use. If you wish to designate additional technical personnel as Designated Contacts, Memex may charge you applicable fees.  Your Designated Contacts will be responsible for (i) overseeing your request for assistance, and (ii) developing and deploying troubleshooting processes within your organization. Your Designated Contacts must be technically skilled and knowledgeable about the Hardware or Software and the environment in which it is being used, in order to help resolve system issues and to assist Memex in analyzing and resolving service requests; otherwise, our ability to provide Support Services to you may be impaired, and Memex may request that you replace the Designated Contact.

Knowledge Sharing

You may use our on-line management tool at www.memex.ca to log, track, update, and close a Case online.  Our then current support services handbook, published on or after the effective date of this Policy, (“Handbook”) includes information to help you understand how we provide our Support Services to you.  Our Handbook, along with certain reference guides and escalation processes are located online. Our on-line technical support knowledge base includes support-related information that you can use to perform self-help. We also provide information through our community forums at www.memex.ca.

Case Management Activities

We will use commercially reasonable efforts to manage your Case and address your Problem according to our remote support performance targets based on the Severity Level and its complexity, and the support offering purchased.  All case management targets and delivery timelines are goals and not commitments, and the actual timing may vary based on the support offering purchased and the country or site where your Hardware or Software is deployed. You will be responsible for setting the initial Severity Level for your Problem based on the Severity Level definitions in the Handbook. If the seriousness of your Problem changes, we will discuss changing the Severity Level with you.  You must provide us with timely responses and any information we may reasonably need to address your Problem.  We will take reasonably sufficient steps in a number of ways to address your Problem. We may recommend that we remotely perform diagnostic and troubleshooting activities. To initiate such remote access, we will need your express consent.

Privacy Notice and Data Protection

Memex will require you to supply certain personal information (namely, business contact names, titles, business telephone numbers, business e-mail addresses) about yourself and about your Designated Contacts in order to purchase or receive Support Services from Memex. With regard to personal information of Designated Contacts it is your responsibility to ensure that disclosure of such information to Memex is consistent and compliant with the Support Agreement, and with Memex’s privacy policy, as well as with any national laws governing the collection, use and protection of personal information applicable to your Memex Technical Support Policy.  Memex is a global organization and any information collected during the delivery of our Support Services may be accessible on a global basis by Memex, its affiliates, partners and subcontractors, including in countries that may have less protective data protection laws than the country in which you or your Hardware or Software is located. Memex and our affiliates, partners and subcontractors will use your personal information to enable us to deliver the Support Services you have ordered including providing Hardware or Software Version Upgrades and Content Updates, as defined in your Support Agreement, to you and communicating with you in relation to Support Services.  From time to time we may use your personal information or other information you provide to us during the delivery of Support Services to enable us to recommend other Memex services or products that might be useful to you, we will provide you with the opportunity to opt-out from such communications.  By providing such personal information, you consent to Memex using, transferring and processing this information on a global basis for the uses described in this section.

Rights Regarding Feedback

Memex reserves all rights in all suggestions, input and other information or feedback relating to Memex and its products or services that you provide to us while we are providing Support Services to you, and Memex may use, and may authorize third parties to use, all such information or feedback for any business purposes whatsoever. Notwithstanding the foregoing, Memex, Memex’s affiliates, partners and subcontractors will only use your confidential information as defined under and pursuant to applicable agreements between you and Memex; and we will only use your personal information in accordance with the section captioned “Privacy Notice and Data Protection” in this Policy.

Subcontractors

Memex reserves the right and you consent to our use of subcontractors to provide Support Services.

Your Compliance

To help us deliver Support Services to you more efficiently and effectively, you need to follow the terms of your agreements with us. If we determine that you are not in compliance with your License Agreement or Support Agreement, or if you have requested assistance for a copy of Hardware or Software that is not covered under a Support Agreement, Memex reserves the right to (1) use Memex’s standard processes to verify that you are in compliance with your License Agreement or Support Agreement, (2) invoice you for applicable Support Services fees, if and as appropriate, or (3) in our sole discretion, elect to stop providing Support Services for that Hardware or Software license until such time as you become compliant.

Limitations

Memex provides Support Services to address issues where your Hardware or Software does not substantially conform to its Documentation, where such Hardware or Software is used in accordance with its Documentation. Therefore, Memex is not responsible to provide Support Services for Hardware or Software that has been damaged by a deliberate act, misuse, accident, modification, natural disaster, act of nature, “act of God,” power failure or surge, unsuitable physical or operating environment, improper maintenance by you or others, or failure caused by components or technology that Memex did not supply.  In addition, we are not responsible for delay or inability to provide Support Services due to delays you cause or which are caused by network, system or telephone line problems, or by outages or denials of service or any events outside of Memex’s reasonable control.  Memex is not obligated to provide Support Services for any Hardware or Software operating in an Alternative Configuration. In the event you have not used, installed, serviced or implemented all Hardware or Software in accordance with the Documentation, our Support Services may be limited or unavailable for your Hardware or Software.

Terms and Conditions for Customers Purchasing MERLIN

A.  General

1. All terms and conditions detailed herein are applicable to any sale or invoice based upon this quotation regardless of whether the Memex (the “Company”) Invoice specifically refers to a quotation.

2. The scope, equipment, software and services quoted are based upon information provided by the Customer.  As more precise information and requirements are provided this may be amended, superseded or updated.

3. No redundant (spare, excess, backup) equipment is included with this quote unless it has been specifically requested.  Any redundant equipment included is specifically described as such within this quote.  The Company recommends maintaining redundant equipment to minimize data interruption in the event of unforeseen failure.

4. Memex Quotations are valid for 90 days from issue.

5. All hardware is shipped FOB Burlington Ontario.

6. All applicable duties, taxes, shipping and insurance (if applicable) are the responsibility of the Customer.

7. Unless specifically indicated, no allowance has been made for software or report customization.

8. All software sales include a Customer license.

9. Unless specifically listed no wireless access point hardware or networking is included in this quote.  Customers wishing to connect Memex hardware using WAP’s will require additional hardware and services which is not included unless specifically detailed within this quote.  All Ethernet connected Memex equipment should be connected to a unique subnet to avoid network latency.

10. Regardless of the currency in which any Memex quote is prepared, if the exchange rate between the United States dollar and the Canadian dollar fluctuates by more than $0.05 from the date of the quote to the date the quote is accepted (i.e. a P.O. is issued) by the Customer, Memex reserves the right to amend the quote for the effects of such a fluctuation.

11. All Memex hardware is covered by a LIMITED three year warranty covering parts and labour only.  Memex Full Warranty and Returns Policy may be found on the Company’s website at www.memexOEE.com

12. Memex shall not be held liable for loss of profits, business goodwill, data, business interruption or any other damages related to the use of or installation of MERLIN.

13. A 15% restocking fee shall apply to any returns.  Returns require the original packaging and an authorized return merchandise authorization (RMA) number.

B.  Minimum Hardware and Software Requirements to install MERLIN

1.  MERLIN MES system must be hosted on a dedicated server or server environment. A Customer supplied Host computer system(s) must meet the following minimum requirements:

a) Server based PC with Quad Core 2+Ghz or higher processor clock minimum required (or dual processor system);* • 32 Gigabytes (GB) of RAM or higher for a combined Merlin/SQL installation, (16GB for a Merlin installation when a separate SQL server will be used)

b)  100 GB of available hard disk space

c) SXGA (1280×1024) or higher-resolution video adapter and monitor

d) Uninterruptible Power Supply

e) Two Ethernet Ports (to support segment traversing)

2. Server Software Prerequisites: Windows Server 2008 R2 SP1 or higher and MSSQL Server 2008 R2 or higher (Memex will install a copy of MSSQL Server 2014 Express), .Net3.5 installed, .Net 4.5.1, .Net 4.5.2, Powershell 3.0.

3. A user account with Administrator rights on the local machine is required for Memex to install software on the host computer. If the computer is on a Domain then the local Administrator account must also have Domain user privileges.

4. The MERLIN Server can reside on a virtual VMWare or Hyper-V server. The MERLIN Server can host a local SQL installation or connect to an existing SQL installation on the customer network. If included within the quote Memex will supply a turnkey rack mountable appliance running all necessary MERLIN and SQL components.

5. User Host Computer System(s) must be PC based with Dual Core or higher processor and Windows 7 SP1 OS, XP SP4, 8 Gigabytes (GB) of RAM (higher recommended), 10 GB of available hard disk space, SXGA (1280×1024) or higher-resolution video adapter and monitor

C.  Machine Preparation requirements before MERLIN Installation

1. Signals available for collection vary by machine type, control type, vintage, manufacturer, and internal pre-defined programming.  Unless specifically addressed or included within this quote, the availability of machine signals at each machine are the responsibility of the Customer.

2. If MTConnect, Fanuc Focas, OPC or other machine tool protocol will be utilized, then they must be supplied by the Customer.

3. Unless specifically included in this quote, no additional machine specific hardware is included.

D.  Provided by Memex to MERLIN Customers

1. All hardware, software and installation support indicated in the quote shall be delivered within a mutually agreed upon time-line.

2. Memex will designate a Client Services Project Manager to act as the first point of contact throughout the installation and implementation process.

E.  Required by Memex from MERLIN Customers

1. The Customer must make all required payments on-time under the terms outlined in the invoice or quotation.  Payment terms on the final INVOICE shall take precedence if they differ from this quote.  Installation and implementation timing and schedules are dependent on all Customer payments being made on time.

2. The Customer must designate a Project Manager to act as the first point of contact for Memex throughout the installation and implementation process.  Memex will obtain all necessary technical and access support for the duration of the project through this Customer designate.

3. Assistance from Customer staff familiar with the equipment being integrated may be required at specific times throughout the hardware and software installation process.  This may include unfettered access to the staff or machines.

4. Unless specifically included within the quote all required computer server equipment (including operating system) is to be supplied by the Customer.

5. Unless mutually agreeable alternative arrangements are made, when off site support is being provided Memex requires remote access to the Customer server for the duration of the installation process (via Memex’ secure VPN support server).

6. All machines and peripherals to be in good working order at time of installation.

7. Unless specifically included within the quote the Customer is responsible for all machine configurations (i.e. machine based software protocol adapters, machine tool ladder programming, network setup, static IP addressing) including testing.

8. Unfettered access to machines to be integrated on mutually agreed upon dates.  Customer to have an operator available to run each machine as required during installation.

9. Unless specifically included within the quote materials, including CAT5 Ethernet LAN cabling, ENET switches, consumables including wire, zip ties, etc. must be supplied, installed and tested by the Customer.

10. The Customer is responsible for the installation and connection of Ethernet to any HMI device to run the MERLIN Operator Portal.

11. If machine signals are not available in the location where the hardware is to be installed and additional wiring is required, unless it is specifically included within this quote, the supply and installation costs for additional is the responsibility of the Customer.  Additional cabling may be added to a quotation or invoiced separately

12. Customer to provide access to key personnel for the expressed purpose of communicating a customer success story in accordance with similar stories published by Memex, released by mutual agreement.

F.  Unforeseen installation/implementation delays and remediation

1. Delays attributable to the Customer

a) Customer hardware or software below the minimum requirements for MERLIN installation (Section B).

b) Customer failure to properly prepare their machines or provide required machine tool protocol (Section C) or machine(s) not enabled and verified at the scheduled time of hardware installation.

c) Customer failure to provide required assistance, staff or equipment required by Memex (Section E).

2. Remedies available to Memex for Customer attributable delays under Subsection 1.

a) If the delay(s) are prior to the commencement of any installation efforts by Memex:

i.     Memex Client Services Project Manager shall communicate the issue(s) causing delay(s) directly with the Customer designated Project Manager and confirm a mutually acceptable time-line, no greater than 30 days past the original start date time line, to remedy the issues; and

ii.     If the delays are not remedied within the mutually acceptable time-line, Memex at its discretion, may terminate any sales arrangement, quotation agreement(s), and Invoice(s) with the Customer, and withhold up to 25% of any Customer provided deposit or advance.  At Memex discretion any withheld deposit may be applied against any future negotiated sales arrangement with the Customer.

b) If the delay(s) are after the commencement of installation efforts by Memex but less than 30 days beyond the mutually agreed upon time line:

i.     Memex Client Services Project Manager shall communicate the issue(s) causing delay(s) directly with the Customer designated Project Manager and confirm a revised mutually acceptable time-line, no greater than 30 days longer than the original time-line, to remedy the issues; and

ii.     At Memex discretion, it may halt or discontinue any further installation/implementation activities until the issue(s) are remedied.

c). If the delay(s) are after the commencement of installation efforts by Memex and are greater than 30 days in duration:

Provided Memex Client Services Project Manager or other Memex Senior Management has notified the Customer (as outlined in Subsection 2bi of this Section) of the issue(s) causing delay(s) then Memex at its discretion may:i.     Sever/subdivide any Invoice relating to the installation of MERLIN into two separate and deliverable sub-projects, whereby the first such sub-project shall include:

1.    All goods or services delivered on a line-by-line and/or quantity basis as detailed within either Memex invoice or this quote up to the point of Memex action under this subsection, and the second sub-project shall include:

2. All undelivered goods or services, and be subject to all terms and conditions of the project originally Invoiced or quoted upon herein.

ii.     Allocate all funds received as part of the original invoice as payment towards all items included in the first sub-project, and any remainder towards the deposit against the delivery of the second sub-project.  Any shortfall between the total owing on the first sub-project and all amounts collected on the original Invoice would become immediately due and payable.

iii.     Require a maximum 40% deposit against the second sub-project as outlined in this Subsection.

3. Remedies available to MERLIN Customers if Memex does not provide server or software installation by mutually agreed upon schedule (provided the Customer has not directly contributed to the delay by failure to meet the terms outlined in Sections B, C or E):

a) If the delay is less than 30 days from the mutually agreed upon time line, the Customer designated Project Manager may request an updated/revised delivery time-line from the assigned Memex Client Services Project Manager which should not extend the original delivery time-line beyond 30 days.

b) If the delay is greater than 30 days beyond the mutually agreed upon time line, OR any updated/revised delivery time-line provided to the Customer by Memex exceeds a 30 day extension from the originally scheduled time-line, then the Customer designated Project Manager may, at their discretion, notify in writing the assigned Memex Client Services Project Manager of the Customer intention to cancel the project in the event the timeline extends beyond 45 days.  After proper written notification and a delay in excess of 45 days the Customer, after returning any/all equipment, and deleting any/all software installed/provided by Memex, may cancel the arrangement and request a full refund of any amounts paid/deposited.

4. Remedies available to MERLIN Customers when Memex fails to provide quoted integration hardware or to integrate (connect) one or more specified machines to the MERLIN system within the mutually agreed upon time-line (provided the Customer has not directly contributed to the delay by failure to meet the terms outlined in Sections B, C or E):

a) If there is a similar server and or software installation delay then the remedy provided in Subsection 3 of Section F would also apply to hardware, machine integration and installation.

b) If server and or software installation is on schedule or within 30 days of the originally scheduled time-line AND the hardware and/or machine integration delays are greater than 30 days from the originally scheduled time-line then the Customer designated Project Manager may request an updated/revised delivery time-line for the hardware delivery and/or machine integration from the assigned Memex Client Services Project Manager which should not extend the original delivery time-line beyond 60 days.

c) If server and or software installation is on schedule or within 30 days of the originally scheduled time-line BUT hardware and/or machine integration delays have exceeded 60 days from the originally scheduled delivery time-line AND less than 90% of the machine hardware or machine integrations have been completed then after written notification the Customer, after returning any/all equipment, and deleting any/all software installed/provided by Memex, may cancel the arrangement and request a full refund of any amounts paid/deposited.

d) If server and or software installation is on schedule or within 30 days of the originally scheduled time-line AND greater than 90% of the machine hardware or machine integrations have been completed then refer to Subsection 5 of Section F.

5. If greater than 90% of the machine hardware or machine integrations have been completed and provided no failure to deliver remedy is sought under Subsection 3 of this Section then once all server and software installation is completed:

a) Memex may, at its discretion, sever/subdivide any Invoice relating to the installation of MERLIN into two separate and deliverable sub-projects, whereby the first such sub-project shall include:

i.     Only the specific fees and charges that relate to the undelivered machine hardware or Machine integrations;

And the second sub-project shall include:

ii.     Everything included in the original Invoice/quote not included in the first sub-project.

Further, Memex may allocate all funds received as part of the original invoice as payment towards all items included in the second sub-project, and any remainder as a deposit against the delivery of the first sub-project.  Any shortfall between the total owing on the second sub-project and all amounts collected on the original Invoice would become immediately due and payable.

iii.    The Customer, after a machine hardware or machine integration delivery delay in excess of 90 days from the originally scheduled time-line AND a demand for delivery letter, may cancel any remaining undelivered machine hardware or machine integrations and receive a full refund of any funds remitted.