VALUE-ADDED RESELLER (VAR) SERVICE LEVEL AGREEMENT (SLA)

This SLA shall be subject to and governed by Dpro Innovation Ltd. (the “Company”) End User License Agreement, as in effect (the “EULA”). In case of contradiction between the provisions of this SLA and the EULA, the provisions of the EULA shall prevail, unless explicitly stated otherwise in a written agreement signed by Company and Licensee. All capitalized terms not otherwise defined herein, shall have the meaning ascribed to it under the EULA. 

1. Purpose and Scope

This Service Level Agreement (“SLA”) defines the service and support framework between Dpro and its authorized Value-Added Reseller (“VAR”) regarding the resale, deployment, maintenance, and support of Dpro software products (“Products”) to end customers (“Customers”).

The SLA ensures coordinated, efficient, and transparent delivery of support services, clarifies responsibilities, and establishes measurable service levels between Dpro and the VAR.

This SLA is subject to the Dpro End User License Agreement (“EULA”) and is incorporated by reference into, and forms part of, the Partner Agreement between the parties. In case of conflict, the EULA shall prevail unless otherwise stated in a written agreement signed by both parties.

2. Definitions

• Customer: The end-user organization that has purchased Dpro Products via the VAR.
  
• Partner (VAR): Authorized reseller in the defined territory providing first-line support and ongoing customer relationship management.
  
• Customer Self-Troubleshooting (Tier 0): Customer resolves issues using documentation without VAR or Dpro involvement.
  
• First-Line Support (Tier 1 & 2): Initial assistance by VAR in local language. 
  • Tier 1: Initial contact for customers. Includes logging incidents, verifying basic system setup, guiding users through standard procedures, and resolving documented or common issues, including incident logging, basic troubleshooting, and resolution of documented issues.
  • Tier 2: Advanced support by VAR staff with deeper product knowledge. Includes troubleshooting complex issues, configuration guidance, and preliminary analysis before escalation to Dpro.
• Second-Line Support (Tier 3 & 4): Technical support by Dpro (in English) for escalated issues.
  • Tier 3: Technical support provided by Dpro for issues escalated by the VAR. Includes in-depth analysis, reproducing customer issues, and providing fixes or workarounds.
  • Tier 4: High-level support for critical or unresolved issues requiring product code changes, engineering intervention, or major system investigations. Also includes guidance on complex deployments and special configurations.
• Fix/ Resolution: An action or modification that restores the Product’s conformity with its documented specifications. In certain cases, a complete fix or resolution may not be possible, and a suitable workaround may be provided instead.
• Response and Resolution Times are target service levels and not warranties or guarantees of performance
• Workaround: A technically feasible alternative process minimizing the effects of a problem.
• Critical Issue: Complete loss of functionality or system failure preventing productive use.
• High Priority Issue: Major functionality failure with no reasonable workaround.
• Normal Issue: Non-critical issue or one with an available workaround.
• Dpro Business Hours: Sunday–Thursday, 09:00–18:00 (GMT+3), excluding Israeli national holidays.
• VAR Business Hours: Monday – Friday 09:00–18:00 (per VAR’s local time zone).
• Dpro Support Portal: https://support.dpro.pro

* Priority level (Critical / high/ normal) will first be determined by the Customer and will be confirmed by Dpro after review.

3. Responsibilities

VAR Responsibilities

• Serve as the primary point of contact for all Customer’s support inquiries.
• Provide First-Line Support (Tier 1 & 2 support) including logging incidents, triage, troubleshooting, and resolution of common problems.
• Support Customers from initial product installation through the project duration (as long as the customer maintains an active license).
• To use Dpro’s support portal (VAR will receive a single license which will allow him to see and escalate when necessary customers’ support tickets.
• VAR’s customers may open support tickets, which will first be reviewed by VAR.
• Escalate unresolved tickets to Dpro in English with complete diagnostic data and reproduction steps. All tickets must be first translated to English by the Partner, if required.
• Maintain accurate and timely records of incidents.
• Communicate product updates, patches, and advisories to Customers.
• Ensure VAR staff are trained and certified in Dpro products.
• Conduct an annual survey with each customer no later than 30 days prior to his annual license renewal and report survey results to Dpro no later than 7 business days before license expiration.
• Support Dpro in testing updates or version upgrades when requested.
• Periodically provide Dpro with anonymized or aggregated customer usage statistics, deployment data, and relevant performance metrics as reasonably requested by Dpro. This information will be used solely for service improvement, capacity planning, and partnership performance evaluation.
• Partner shall handle all Customer data and Dpro confidential information in accordance with Section 15 (Confidentiality and Data Protection)
• Partner shall remain fully responsible for the acts and omissions of its agents or subcontractors.
  

Dpro Responsibilities

• Provide Second-Line Support (Tier 3 & 4) for escalated issues via the support portal.
  
• Offer fixes and workarounds where applicable.
  
• Maintain product documentation and knowledge bases.
  
• Provide partner training sessions and technical briefings.
  
• Communicate planned product updates and maintenance.
  
• Respond to escalations per Section 6 service levels.
  
• Determine SLA scope eligibility and inform the VAR of exclusions.
• Dpro’s CSM to be the focal point for all the VAR’s ongoing satisfaction
• Extend Customer annual product license after payment receipt.

4. Support Channels

All support inquiries (by VAR’s clients and VAR escalations) must be submitted via the Support Portal.

In the event of a Support Portal outage or emergency shutdown, support requests may be submitted via email to support@dpro.pro until normal portal operations are restored.

5. Service Levels

Priority	VAR to Customer (Tier 1-2)	Dpro to VAR (Tier 3-4)
Critical	Response: 3 hrs  Resolution: continuous work until workaround	Response: 5 hrs  Resolution: continuous work until workaround or resolution
High	Response: 5 hrs  Resolution: 2 business days	Response: 8 hrs  Resolution: 3 business days
Normal	Response: 1 business day  Resolution: 5 business days	Response: 2 business days  Resolution: 7 business days

*Dpro’s response times are measured during Dpro Business Hours

6. Escalation Procedure

1. The customer first tries to resolve the problem/issue independently  using the product documentation and/or a local point of expertise (Tier 0).
   
2. If unresolved, Customer opens a support ticket and VAR steps in (Tier 1 or 2) to resolve per the incident type & priority. Tickets must include logs, reproduction steps or any necessary info necessary to understand the problem.
   
3. If unresolved, VAR escalates the ticket to Dpro (Tier 3 or 4) with full documentation in English).
   
4. Dpro handles the ticket, proposing a solution per SLA timelines.
   
5. Communication flows:
   
   • Customer ↔ VAR
     
   • VAR ↔ Dpro
     
   • Dpro ↔ VAR or Customer (as needed)

7. Partner Onboarding and Certification

• New VARs must complete onboarding within 30 days of agreement.
  
• Support staff must complete certification for each product supported.
  
• Recertification is required annually or upon major version changes.
  
• Failure to maintain certification may result in suspension or termination of partner benefits.

8. Partner Tiers and Benefits

Tier	Requirements	Benefits
Silver	Base certification  ≥ 80% SLA compliance	Standard margin, Tier 3 escalation support
Gold	Advanced certification  ≥2 active customers  ≥ 90% SLA compliance	Priority support, lead sharing, co-marketing
Platinum	Full certification  ≥4 active customers  ≥ 95% SLA compliance	Priority queue, beta access, MDF, dedicated channel manager

*Partner’s tier shall be reviewed quarterly based on SLA metrics and certification compliance.
*Active customer means a customer with a current paid license and active support contract.

9. SLA Metrics

Metric	Definition	Measurement Frequency
Response Time	Time between Partner receiving an incident/ticket and initiating action	Measured monthly
Resolution Time	Time taken to resolve or provide a verified workaround	Measured monthly
Customer Satisfaction (CSAT)	Average post-ticket rating from end customers	Measured quarterly
SLA Compliance Rate	Percentage of incidents resolved within agreed targets	Measured quarterly

10. Enforcement Mechanisms

Corrective Action

If SLA compliance falls below the required threshold for a given tier:

• VAR must submit a Corrective Action Plan (CAP) within 15 business days of notification.
• Dpro will review and approve the CAP within 10 business days.

Temporary Suspension

If VAR fails to implement or meet the CAP targets within the next quarter:

• Dpro may suspend certain benefits, including MDF eligibility, lead sharing, or co-marketing activities.

Tier Downgrade

If SLA compliance remains below the threshold for two consecutive quarters, Dpro  may:

• Downgrade Partner to the next lower tier (e.g., Platinum → Gold, Gold → Silver).
  
• Reinstatement is subject to two consecutive compliant quarters.
  

Termination for Chronic Non-Compliance

If VAR fails to achieve SLA compliance for three consecutive quarters, Dpro reserves the right to terminate the partnership agreement upon 30 days’ written notice.

*Failure by Dpro to enforce any SLA breach shall not constitute a waiver of its rights under this Agreement.
*Dpro may, at its sole discretion, apply one or more enforcement measures as outlined below.

11. On-Site and Special Services

• On-site support may be provided at Dpro’s discretion.
  
• Travel and related costs are borne by VAR or Customer unless otherwise agreed in writing.
  
• Special services outside SLA are charged at current professional service rates.
  

12. Service Exclusions

Dpro has no obligation to provide services for issues caused by:

• Unauthorized modifications or integrations.
• Use outside supported environments or documentation.
• VAR or customer negligence or misuse.
• Hardware, third-party software, or network failures.
• Security incidents not introduced by Dpro.
• Incomplete first-line support or escalation data.
• Use of product versions that are beyond their supported lifecycle or not upgraded per Dpro’s product lifecycle policy.

*Excluded services may be provided under a separate professional services agreement and are not included in this SLA. Excluded issues may be billed on a time-and-materials basis.

13. Reporting and Reviews

• VAR maintains incident logs and summary reports.
  
• Dpro may request quarterly performance reviews.
  
• Repeated SLA failures may trigger management escalation.
  

14. Training and Documentation

Dpro provides access to knowledge bases, documentation, and product updates. Periodic remote or in-person training sessions will be offered to VAR support teams.

15. Confidentiality and Data Protection

Both parties agree to protect all exchanged technical, commercial, and personal data in accordance with applicable laws (GDPR or applicable data protection laws). The Partner shall ensure that its clients, subcontractors, and any third parties under its control also protect all exchanged technical, commercial, and personal data in accordance with applicable laws.

16. Term and Termination

• This SLA remains effective while the Partner Agreement is active.
  
• Either party may terminate with 30 days’ written notice or upon termination of the Partner Agreement.
• Either party may terminate this SLA for material breach upon thirty (30) days’ written notice, provided the breach remains uncured at the end of such period.
  
• Both parties will ensure a smooth transition of active cases.
  

17. Governing Law and Dispute Resolution

This SLA is governed by the laws of Israel. Any unresolved dispute shall be subject to the exclusive jurisdiction of the courts of Tel Aviv.

18. Entire Agreement

This SLA constitutes the entire understanding regarding service levels and support obligations and supersedes all prior communications. Dpro reserves the right to update this SLA with prior written notice to the Partner.