Maintenance and Support Terms and Conditions

The following Maintenance and Support Terms and Conditions, including all online terms whose links are cited herein and fully incorporated by reference (these “Support Terms”) are made part of the agreement between Customer (as identified on the Order Form) and Service Provider (as identified on the Order Form) (the License Agreement or SaaS Terms, the Order Form, and these Support Terms shall constitute the “Master Agreement”).

1.     SUPPORT AND MAINTENANCE TERMS

Service Provider and Customer agree to the terms and conditions set forth in the Maintenance and Support Addendum attached hereto, and incorporated herein by reference, as Exhibit A.

2.     PAYMENT

2.1  Fees. Unless otherwise provided in the Order Form, Service Provider may invoice Customer for all fees and charges due thereunder immediately following the Order Form Effective Date.

2.2  Payment Due Date.  All invoices shall be payable by Customer in the currency as stated on the Order Form and payment will be due thirty (30) days after the invoice date. Notwithstanding any provision to the contrary, any and all payments required to be made hereunder shall be timely made, and no payments to Service Provider will be withheld, delayed, reduced or refunded if Service Provider has performed its material obligations hereunder. Invoices will be sent by electronic delivery unless Customer requests otherwise; in which case, additional fees will apply.

2.3  Purchase Orders.  Customer may provide Service Provider with a valid purchase order, upon execution of a Order Form. Notwithstanding anything to the contrary herein, purchase orders are to be used solely for Customer’s accounting purposes and any terms and conditions contained therein will be deemed null and void with respect to the parties’ relationship and this License Agreement. Any such purchase order provided to Service Provider will in no way relieve Customer of any obligation entered into pursuant to this License Agreement including, but not limited to, its obligation to pay Service Provider in a timely fashion.

2.4  Late Payment.  Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.

2.5  Invoice Dispute Resolution.  Without limiting any rights or obligations under these Support Terms, including Section 2.4 above, the following steps will be taken if an invoice becomes past due. Service Provider’s accounts receivable and Customer’s accounts payable representatives shall use all reasonable efforts to facilitate immediate payment of the invoice. In the event Service Provider does not receive a commitment for prompt payment, each party shall escalate the matter to Service Provider’s Vice President of Sales or designated financial officer and Customer’s Vice President (the “Final Escalation”) for investigation and resolution. Notwithstanding anything to the contrary, the initial contact with Customer’s Vice President pursuant to such Final Escalation will constitute “notice of default” pursuant to the Master Agreement.

2.6  Taxes. The subscription, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Service Provider and hold Service Provider harmless for all sales, use, VAT, excise, property or other taxes or levies which Service Provider is required to collect or remit to applicable tax authorities. This provision does not apply to Service Provider’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate. The Customer will pay all import duties, levies or imposts, and all goods and services sales, use, value added or property taxes of any nature, assessed upon or with respect to the Master Agreement. If the Customer is required by law to make any deduction or to withhold from any sum payable to the Service Provider by the Customer hereunder, then the sum payable by the Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, the Service Provider receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount the Service Provider would have received and retained in the absence of such required deduction or withholding. If the Customer is required by law to make any such deduction or withholding, the Customer shall promptly effect payment thereof to the applicable tax authorities. The Customer shall also promptly provide the Service Provider with official tax receipts or other evidence issued by the applicable tax authorities sufficient to enable the Service Provider to support a claim (if applicable) for income tax credits in the Service Provider’s applicable taxable country.

3.     CONFIDENTIALITY

3.1  Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Order Form Term Start Date (as identified on the Order Form), and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. For clarity, the term ‘Confidential Information’ does not include any personally identifiable information.

3.2  Exceptions. Without granting any right or license, the obligations of the parties hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

3.3  Ownership of Confidential Information. Nothing in these Support Terms will be construed to convey any title or ownership rights to the Software, Services or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Service Provider’s Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these Support Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

3.4  Non-Disclosure. Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

3.5  Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

3.6  Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Service Provider materials provided to Customer will be owned by Service Provider, and Customer hereby agrees to assign any such rights to Service Provider. Nothing in these SaaS Terms will preclude Service Provider from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Service Provider in the performance of services hereunder.

4.      WARRANTY AND LIMITATION ON LIABILITY

Service Provider warrants all services performed under these Support Terms shall be performed in a workmanlike and professional manner. EXCEPT AS OTHERWISE STATED IN THESE SUPPORT TERMS, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER, ITS SERVICE PROVIDER AFFILIATES, OR ITS THIRD PARTY LICENSORS OR SUBCONTRACTORS BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE MAINTENANCE AND SUPPORT SERVICES WHICH GAVE RISE TO SUCH DAMAGES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SERVICE PROVIDER, SERVICE PROVIDER AFFILIATES OR ITS THIRD PARTY LICENSORS OR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, NEGLIGENCE, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

THE FOREGOING LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

5.     MISCELLANEOUS

5.1  Customer Facilities. To the extent required by Service Provider, Customer will, upon request, promptly make available to Service Provider certain of its facilities, computer resources, software programs, networks, personnel, and business information as are required to perform any service or obligation hereunder. Service Provider agrees to comply with Customer’s rules and regulations regarding safety, security, and conduct, provided Service Provider has been made aware of such rules and regulations.

5.2  Affiliates and Third Parties. At the direction and sole discretion of Service Provider, affiliates of Service Provider (the “Service Provider Affiliates”) may perform certain tasks related to Service Provider’s obligations and rights under the Order Form and the Master Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. Service Provider will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Service Provider Affiliates and subsidiaries, who may also be foreign nationals (collectively, “Subcontractors”) in the performance of its obligations hereunder and, for purposes of these Support Terms, all references to Service Provider or its employees will be deemed to include such Subcontractors. Service Provider will have the right to disclose Customer Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Service Provider and Customer.

5.3  Technical Data. Customer shall not provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. Customer shall certify that all information provided to Service Provider has been reviewed and scrubbed so that all technical data and other sensitive information relevant to Customer’s ITAR regulated project has been removed and the information provided is only relevant to bug reports on Service Provider products.

5.4  Compliance with Laws. Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these Support Terms.

5.5  Assignment. Customer may not assign these Support Terms or otherwise transfer any license or right created hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any purported assignment of these Support Terms in violation of this Section will be deemed void. Service Provider may assign these Support Terms, sub-contract or otherwise transfer any right or obligation under these Support Terms to a third party without the Customer’s prior written consent.

5.6  Foreign Nationals. Customer acknowledges that Service Provider employs foreign nationals, and that these foreign national employees will work, on Service Provider’s behalf, to perform its obligations and services hereunder.

5.7  Governing Law; Venue. The laws of the province of Quebec, Canada and the federal Laws of Canada applicable therein, govern the interpretation of these Support Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Support Terms. The parties agree that the courts of the District of Montreal, Province of Quebec, Canada will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising under, out of, or relating directly or indirectly to these Support Terms and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens. Mediation will be held in the District of Montreal, Province of Quebec, Canada.

5.8  Dispute Resolution.

 Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these Support Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.

Mediation. Any dispute, controversy, or claim arising under, out of, or relating to these Support Terms and any subsequent amendments of these Support Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this meditation agreement (hereinafter the “Dispute”) shall be submitted to mediation in accordance with the then-current WIPO Mediation Rules. The language to be used in the mediation will be English.

Opportunity to Cure. Notwithstanding anything contained hereunder, Customer agrees and acknowledges that no dispute resolution or litigation will be pursued by Customer for any breach of these Support Terms until and unless Service Provider has had an opportunity to cure any alleged breach. Customer agrees to provide Service Provider with a detailed description of any alleged failure and a description of the steps that Customer understands must be taken by Service Provider to resolve the failure. Service Provider shall have sixty (60) days from Service Provider’s receipt of Customer’s notice to complete the cure.

Injunctive Relief. The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, will each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.

5.9    Entire Agreement. The provisions of these Support Terms together with the documents referenced herein constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of the Support Terms. Customer acknowledges and agrees that it is not relying on any agreement, representation, statement or warranty (whether or not in writing) made or given prior to commencement of the Term set out on the Order Form, except as expressly provided in these Support Terms, with respect to the Maintenance and Support services provided hereunder.

5.10 Modifications. These Support Terms may only be modified or supplemented by a writing manually signed by the authorized representatives of the parties. These Support Terms do not in any way amend any portion of the License Agreement except for the portion of the License Agreement that specifically governs Maintenance and Support activities as to the Software. All other terms and conditions of the License Agreement remain in full force and effect, including, but not limited to, all license provisions.

5.11  Severability and Reformation. Each provision of these Support Terms is a separately enforceable provision. If any provision of these Support Terms is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for these Support Terms to remain in effect in accordance with its terms as modified by such reformation

5.12  Waiver. Any waiver made by either party of any term or condition of these Support Terms shall not be deemed or construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.

5.13  Export Laws. Customer agrees that all Service Provider offerings are subject to Canadian and/or U.S. export control laws and regulations, including the Export Control Reform Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the regulations of the Office of Foreign Assets Control (“OFAC”), the Bureau of Industry and Security, and the Department of State, and similar restrictions under Canadian and/or U.S. law, executive order, regulation, or rule (collectively, the “Export Laws”). Customer agrees to comply with all applicable Export Laws in connection with Customer’s use of the Service Provider offerings.  Customer further agrees that, unless permitted by the Export Laws, it will not allow goods and services that Customer offers through its use of the Service Provider offerings to be used by or for the benefit of any person in any jurisdiction that is the subject of an export embargo or similar restrictions under the Export Laws of any other Canadian and/or U.S. law, executive order, regulation, or rule, Currently such jurisdictions are Cuba, Iran, North Korea, Libya, Iraq, Taliban controlled Afghanistan, the territory of Crimea the Donetsk and Luhansk oblasts of Ukraine, Russia, Belarus and Syria, which jurisdictions may change from time to time. Further, Service Provider may refuse to provide the Service Provider offerings and/or any other services to the Customer, to any jurisdiction, or to any other person where the Service Provider reasonably believes that the provision of the Service Provider offerings or other services to any jurisdiction or person is prohibited by U.S. or other applicable law, executive order, regulation or rule, including but not limited to the Export Laws.  Such a refusal will not be considered a breach of these Support Terms and, in the event that Customer or the jurisdiction in which it is incorporated, is domesticated or operates becomes subject to Canadian or U.S. laws which prohibit the provision of goods, services, technology or other items to Customer or such jurisdiction, these Support Terms will automatically terminate. Service Provider may ascertain the jurisdiction and/or identity of the person receiving the Service Provider offerings, by any means of its choosing, including but not limited to an Internet Protocol (“IP”) address look-up technology that is designed to identify the location of the IP address and to block IP addresses located in certain territories.

5.14       Independent Contractor. Each party is and will remain an independent contractor with respect to all performance rendered pursuant to the Support Terms.

5.15       Headings. The headings of these Support Terms are provided for reference only and will not be used as a guide to interpretation.

5.16       Notices. All notices under these Support Terms will be in writing and will be considered given as of twenty-four (24) hours after sending by electronic means (such as e-mail as duly provided by the authorized representatives of either party for such purpose) or by overnight air courier service, or upon delivery to the party to whom addressed after deposit in the mail (certified, return receipt requested) to the addresses mentioned on the Order Form.

5.17       Force Majeure. Service Provider shall not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes shall include, but are not limited to, acts of God, floods, fire, utility failure, acts of terrorism, war, etc.

5.18       Conflict. In the event of a conflict between the terms and conditions of these Support Terms, the License Agreement, or a Order Form, the terms and conditions of the Order Form, these Support Terms, or the License Agreement will prevail, in that order.

5.19       Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for ensuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.

5.20     Survival. The terms of Sections 2 and 3 will survive the term of these Support Terms.

5.21         Non-solicitation. During the Term of these Support Terms and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Service Provider without the prior written consent of Service Provider. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Service Provider for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Service Provider. Violation of this provision shall entitle Service Provider to a liquidated penalty against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.

5.22       Marks and Publicity. Service Provider and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), will be the sole and exclusive property of the respective owning party, which will own all right, title and interest therein. Service Provider may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) Order Form the Customer’s statements in one or more press releases; and/or (ii) make such other use of the Customer’s name and/or logo as may be agreed between the parties. Additionally, Service Provider may include Customer’s name and/or logo within its list of customers for general promotional purposes. Service Provider shall comply with Customer’s trademark use guidelines as such are communicated to the Service Provider in writing and Service Provider shall use the Customer’s Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest or other right in any Marks except as provided in this Section.

5.23       Country-Specific Terms. The country-specific provisions described in the Country-Specific Terms Addendum located at www.voxco.com/country-specific replace or supplement the equivalent provisions above as noted therein where the Customer is located in the countries identified in the Country-Specific Terms Addendum and in any case where the law of the jurisdiction listed in the Country-Specific Terms Addendum gets applied.

EXHIBIT A – MAINTENANCE AND SUPPORT ADDENDUM

The following support terms (“Support Terms”) are hereby incorporated into the Master Agreement and agreed to by the Parties. Capitalized terms used but not defined in this document have the meanings assigned to them in the Master Agreement.

1. Definitions. The following definitions apply to this Addendum.

“Issue” means a failure of the “Application” (as described in the Order Form) to substantially conform to the functional specifications set forth in the Documentation.

“Response Time” means the time period in which the assigned support resource (or support system) shall provide Customer with an initial technical response as a result of an Issue reported by Customer.

“Support” means the support services to be provided by the Service Provider to the Customer in accordance with this Addendum. Affiliates may not contact Service Provider for Support.

“Term” means the duration set forth in the Order Form.

2. Support Services.

2.1          Description. Technical Support Services are provided for Issues that are reproducible on the software version available on the Software Application. All information regarding how to contact support and help desk accessibility periods are published below.

2.2          “Support” Defined. Support consists of assistance provided to customers via the Internet with respect to use of the Application and to resolve Issues. Support cases are tracked and managed through access to a call management system operated by Service Provider’s support center (the “Customer Support Portal”).

2.3          Severity Classification and Response Time Goals. Issues are classified by Service Provider according to severity of impact on the use of the Application, according to the chart in Table A below and are processed based on the case severity levels described in Table A below.  When submitting a case, Customer will be asked to indicate the severity of the case for initial response in accordance with the severity definitions described in Table A below. When the case is received, Service Provider support specialists will be allowed to change the severity level if, in their discretion, the issue does not conform to the definition for the suggested severity and will notify Customer of such change. All disputes regarding severity classification will be resolved by Service Provider in its sole discretion.  Service Provider will respond to Support Services requests and endeavour to provide workarounds or fixes in accordance with the target timeframes described in Table A. Service Provider will oversee the escalation process described at below to aid in the tracking and resolution of outstanding issues that have not been resolved within a reasonable timeframe.

2.4          Technical Contacts.  Customer’s technical contacts must be trained on the Software in order to help resolve system issues and to assist Service Provider in analyzing and resolving technical Support Service requests. When submitting a technical Support Service request, Customer’s technical contact must have a good understanding of the problem encountered and an ability to reproduce the problem in order to assist Service

Provider in diagnosing and triaging the problem.

3. Obligations of Customer.

3.1          Contacting Service Provider Support. Service Provider’s support teams can be reached via the following means:

1. Service Provider Customer Portal. The Service Provider Customer Portal enables Customers to view their cases and interact with the Service Provider Support team in an online Portal environment. Customers who have been provided access to this Portal should use it as their primary means to contact Service Provider Support.

1. Via email ticketing system to Service Provider Support (support@voxco.com). The Service Provider Support team can also be contacted via email using the support@voxco.com email address. When you submit a request via email, an acknowledgement email reply, with a case number, will automatically be sent to you by Service Provider to confirm receipt of your request. Note: If the matter is of high severity, please clearly state so in the email subject line to ensure your urgent request is treated in priority order.

1. Via Telephone – in case of emergency/high severity. Should you have a critical or urgent support need, you can reach Service Provider Support via phone at the one of the support centers listed below (Support Locations).

3.2  Best Practice For Reaching Service Provider Support.  In order to ensure you receive the quickest response to your support request, please follow these best practice guidelines:

1. Place your support request using the recognized support channels: either via the Customer portal or official support email address.

2. Clearly indicate the nature of your request, the product it concerns, the severity of the issue and provide the relevant details about your request.

3. To avoid unnecessary duplication of cases (and any ensuing confusion), if you subsequently provide additional information about your request, please do so by using the original email string (i.e. add your comments to the “automated acknowledgement email” you received, rather than starting a new email).

4. For high severity issues/situations, create a case request via the portal or email and also please call the Service Provider Support team to receive immediate support.

3.3  Support Offices – Phone Numbers.  You can reach the regional Service Provider support offices at the phone numbers listed below.

                North America office (Montreal): 

                Local (Montreal): +1 514 312-9255

                Toll-free (from North America): +1 844-342-9255

                Australia office:  +61 (0)2 9746 5896

                France office:  +33 0800 10 30 40

                Germany office:  +49 621 875 577

                UK office:  +44 1992 892 684

3.4  Support Offices – Support Hours.  The local Service Provider Support offices are available to provide help during the following times (expect during Holiday times, see below):

1. North America office local support hours:

Monday to Friday regular hours: 08:30 – 20:00 (New York time)

Monday to Friday extended hours: 20:00 – 23:00 (New York time)*

Saturday extended hours: 09:00 – 17:00 (New York time)*

1. Europe offices local support hours:

                Monday to Thursday: 09:00 – 18:00 (Paris time)

                Friday: 09:00 – 17:00 (Paris time)

1. Australia office local support hours:

                Monday to Friday: 08:30 – 17:00 (Sydney time)

*Support during extended hours is available to treat high severity (1 & 2) incidents for CUSTOMER whose maintenance contract includes Extended Coverage.

3.5  Support Offices – Closed/Limited Support during holidays. The local Service Provider support teams are unavailable on the following holidays:

1. North America office – local support not available on:

Christmas – December 24 as of 12:00 pm, & December 25

New Year’s Day – December 31 as of 12:00pm  & January 1

On other Canadian and US holidays – support will be provided for normal and extended support hours. However, case handling may be limited to high severity (1 & 2) cases.

1. France office – local support not available on:

                                All France public holidays

1. Germany office – local support not available on:

                                All German public holidays

1. Australia office – local support not available on:

                                All New South Wales (NSW) public holidays

3.6 Case Escalation. Our Service Provider front line technical support experts are your first point of contact when requesting help with usability questions and solutions to incidents. They aim to ensure your support needs are fully addressed and resolved to your satisfaction. On occasion, your assigned support specialist may be unable to provide the required help for a specific issue/case.  In such a situation, your case may be escalated to other Service Provider team members in order to obtain additional help in achieving prompt resolution of the case/issue.  Below outlined is the Case Escalation Process followed at Service Provider.

3.7 Types of Escalation.  Service Provider recognizes two types of escalation, which are not mutually exclusive. Either one or both may be applicable to a given situation. Functional Escalation refers to the process of assigning a case from one functional team to another team based on the skills required to resolve the incident or case.  Hierarchical Escalation refers to the process of involving a more senior Service Provider team member in the case to help support its resolution. At Service Provider, this could mean oversight by one of the following: the Director of Support, your assigned Project Manager, your Account Manager and/or, in extreme cases, someone from the Service Provider management team (VPs & CEO).

3.8  Steps in Requesting Escalation.  Before escalating a case, please be sure you have: 1) created a case through the proper channels and 2) have also contacted Support for help.   Should your case/issue require escalation, your technical support specialist will request the appropriate escalation on your behalf.  However, if you are not satisfied by the speed or type of escalation, Service Provider entitles you to personally request escalation from other individuals at Service Provider. To escalate a case, please address your request incrementally in the following fashion:

Step 1: Ask the specialist assigned to your case/incident to escalate the issue.

Step 2: Reach out to a Support Director:

                                North America: Denis.Michaud@voxco.com

                                Europe: Sebastien.Mattei@voxco.com

Step 3: (if one has been assigned to you): reach out to your Service Provider Project Manager.

Step 4: Reach out to your Account Manager/Sales Manager

3.9 Remote Connection. If appropriate, Customer will cooperate with Service Provider to allow and enable Service Provider to perform Support via remote connection using standard, commercially available remote control software. Customer will be solely responsible for instituting and maintaining proper security safeguards to protect Customer’s systems and data.

6. Updates. Customer acknowledges and agrees that Software updates provided by Service Provider pursuant to this Addendum may, in Service Provider’s sole discretion, require additional training of Customer’s personnel. Such training will be performed in accordance with Section 6.

1. Disclaimer. Service Provider will not be responsible to provide Support, updates, or any other maintenance and support to the extent that Issues arise because Customer: (a) misuses, improperly uses, mis-configures, alters, or damages the Application; (b) uses the Application with any hardware or software not recommended by Service Provider; (c) uses the Application at any unauthorized location; (d) fails to install an update to the Application if such update would have resolved the Issue; or (e) otherwise uses the Application in a manner not in accordance with the Master Agreement.

4. Additional Professional Services.

4.1  Scope. Customer may purchase supplemental professional services for an additional fee. Fees related to such services will be set forth in a statement of work signed by both parties. If no fee is stated, then services will be provided at Service Provider’s standard rate for equivalent services in effect at the time the statement of work is executed. For clarity, if any services are explicitly included in the Support Level selected by Customer, then such services do not require payment of an additional fee.

1. a) On-Site Services. Customer may purchase on-site Support.

1. b) Training. Customer may purchase training services with respect to the Application.

1. c) Consulting. Customer may purchase consulting services related to defects caused by Issues other than the Application.

4.2          Out of Pocket Expenses. Customer shall pay all reasonable out-of-pocket expenses incurred by Service Provider, including costs for meals, lodging, and travel related to these additional services. 

Table A – Support Case Severity Levels