PRODUCT SUPPORT TERMS
Last updated: January 01, 2025
1. COVERAGE
VersaFile will provide Maintenance and Support Services for the Software specified in an issued applicable Exhibit A(s), for the then-current release of the Software.
2. MAINTENANCE AND SUPPORT SERVICES
The Maintenance and Support Services to be provided herein by VersaFile to Customer consist of:
(a) Telephone, Web Portal or Email Support. From Monday until Friday inclusive from 8:00 a.m. to 5:00 p.m. pacific time (with the exception of public Canadian and US holidays): The support includes information by telephone and in writing on questions regarding the use of the Software and for the analysis of error sources.
(b) Company will perform remote Error Correction of the Software. This Error Correction consists of analysis, identification and elimination of Errors in conformance with the Case Priority and Response times list set forth in Section 4 below. Analysis and elimination of Priority A Errors will be accomplished by remote data transmission and Customer grants to VersaFile the right of supervised access to Customer’s test or production system where the defect can be reconstructed.
(c) VersaFile shall supply to Customer those product updates that VersaFile, in its sole discretion, makes generally available. Product updates consist of one (1) copy of published revisions to the printed Documentation and one (1) copy of revisions to the machine readable Software that is designed for deployment on customer owned systems. Product Updates may include updated Software or functionally improved software, as well as the revision of Software application errors, however they do not include software that is designated by the VersaFile as products for which it charges a separate fee. Upon installation of updates, prior versions are to be destroyed by Customer.
3. TERM
Maintenance and Support Services shall be provided during the Term in accordance with each Exhibit A in respect of the same and shall terminate at the earlier of the date(s) set forth in the applicable Exhibit A(s) or the date of expiry or termination of the Agreement.
4. CASE PRIORITY AND RESPONSE TIMES
Priority | Description | Max Response Time | Support channel |
CRITICAL (P1) | A production system is down or there is a critical impact to the customer’s business. No mutually acceptable workaround has been presented. Service for P1 cases is available 24hrs per day, 7 days per week. The email subject line must contain: “VFCRITICAL” | 2 Business Hours | Phone AND Email |
HIGH (P2) | A problem with non-critical product functionality or a problem that renders the product difficult but not impossible to use. | 4 Business Hours | Portal or Email or Phone |
MEDIUM (P3) | Minor problem with the product that needs correction, a how-to question or questions related to product compatibility. Also includes requests for new features and configuration change requests. | 8 Business Hours | Portal or Email or Phone |
LOW (P4) | Request for review, information, research, opinion, best practice or other. | 8 Business Hours | Portal or Email or Phone |
4.1 Error Correction
(a) CRITICAL (P1)
Where an Error that renders the Software inoperative or causes the Software to fail catastrophically, VersaFile shall promptly: (i) assign applicable personnel to correct the Error; (ii) provide Licensee with periodic reports on the status of the corrections; and (iii) initiate work to provide Licensee with a Workaround or Fix.
(b) HIGH (P2)
Where an Error that substantially degrades the performance of the Software or materially restricts Customer’s use of the Software, VersaFile shall exercise commercial reasonable efforts to include the Fix for the Error in the next regular Software maintenance update.
(c) MEDIUM (P3) and LOW (P4)
Where an Error that causes only a minor impact on the performance of the Software or Licensee’s use of the Software, VersaFile, at its sole option, may include the Fix for the Error in a later major release of the Software.
5. EXCLUSIONS
Company shall have no obligation to provide Maintenance and Support Services nor perform Error Corrections, for:
(a) modified Software, which modification was not carried out or authorized by VersaFile;
(b) problems caused by software, hardware or application software which is not supplied by VersaFile;
(c) Software problems caused by Customer’s negligence or abuse, by Customer’s use of Software other than as specified in the VersaFile user manual, or by other factors beyond the reasonable control of VersaFile; or
(d) problems produced by a computer virus in the System, which was not contained in the Software when delivered to Customer.
6. ADDITIONAL SERVICES
7. DEFINITIONS
“Error” means an error in the Software that significantly degrades the Software as compared to the Company’s published performance specifications.
“Error Correction” means the use of reasonable commercial efforts to correct Errors.
“Fix” means the repair or replacement of object or executable code versions of Software to remedy an Error.
“Major Release” means a release version of the software which comprises a substantial change to the Licensed Software and may include architectural changes. A Major Release is denoted by a change in the version number to the left of the left most decimal point.
“Previous Sequential Release” means at any time the Major Release of software that has been replaced by the then-current Major Release of the same Software.
“Workaround” means a change in the procedures followed or data supplied by Licensee to avoid an Error without substantially impairing Licensee’s use of the Software.