VISIPHOR CORPORATION 1A-2009 - Laserfiche WebLink

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bypass procedure is utilized, VISIPHOR shall continue error correction activity until a program correction or program patch is provided. 2.4.3. SEVERITY LEVEL THREE Severity Level Three Definition: The Application Package Programs are impaired to the extent that some non-critical functions are not operating. Severity Level Three Response Time: VISIPHOR shall respond by telephone to Customer within seventy-two (72) business hours of initial notification to VISIPHOR. If the initial notification was not by telephone or not during VISIPHOR business hours, this response time shall start when the notification is received by Support personnel. Severity Level Three Resolution Time: VISIPHOR shall provide its best commercial efforts to initiate a resolution as soon as possible. In some cases, a resolution may be delivered as part of a technological update or release. Severity Level Three Resolution: VISIPHOR shall provide Technological Releases in the form of CD-ROM, diskette or electronic file transfer. 2.5. VISIPHOR shall endeavor to assist with all inquiries made to Support personnel. However, if the inquiry is not related to a problem with the Product, VISIPHOR shall be entitled to charge the Customer on a time and materials basis at the rates set forth in Schedule B (hereinafter "T &M"). In all circumstances, VISIPHOR shall advise the Customer in advance and shall receive prior approval from the Customer prior to charging for T &M on any matter. 3. COMPENSATION 3.1. For the Support provided pursuant to this Agreement and all other services related to the operation, maintenance and upgrades or customer modifications, the Customer shall pay VISIPHOR the annual fee specified in Section 3.1.1 and Section 3.1.2. (the "Fees"). 3.1.1. There is no annual fee for Support and Maintenance in Year 1. 3.1.2. 3.1.2.1.1 The annual fee for in Year 2 will be $56,750. Fees for additional years (Y3-Y6) will be capped at an annual increase of no more than 3%. 3.2. Customer shall have a right to off-set any and all payments in the event there is any breach of this Agreement by VISIPHOR. VISIPHOR shall invoice the Customer for the Fee annually in advance. All such invoices shall be payable within 30 days of the date of each such invoice.