Voyent Alert! Terms of Service Agreement

This ICEsoft Voyent Alert! Terms of Service Agreement (the “Agreement”) outlines the terms and conditions that govern access to and use of ICEsoft’s Voyent Alert!  service offering and is an agreement between ICEsoft Technologies Holdings Ltd, with a principal place of business at Suite 370, 3553 31st ST. N.W. Calgary, AB, T2L 2K7 (“ICEsoft” or the “Company”) and the organization seeking to access the Service, (the “Client” or “Customer”).

This Agreement takes effect upon signing and as of the Effective Date or date of acceptance of this Agreement.  The Client signatory represents that he / she is lawfully able to enter into contracts and that they have legal authority to bind the client to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following terms and conditions, with set forth rights, duties, obligations of the parties under this Agreement:

  1. The Service Offering.
    1. General Description: ICEsoft shall provide Client with access to the Voyent Alert! service and support (the “Service”) at the tier level as subscribed to by the Client and as described in Schedule 1: Voyent Alert! Product Description and Fee Schedule (“Schedule 1”).
    2. Service Fees: Unless otherwise specified, fees for Voyent Alert! Services, Support Tier, and Service Level Agreement (“SLA”) information shall be as described in Schedule 1.
    3. Generally: The Client may access and use the Service in accordance with this Agreement. The Client shall comply with the terms of this Agreement and all laws, rules and regulations applicable to Client’s use of the Service.
    4. Access and Client Account: Client access to the Service shall occur on the latter of the Effective Date or date on which ICEsoft enables the Client’s Service account for usage (the “Service Start Date”).  Any billing or subscription terms shall commence as of the Service Start Date.  Unless otherwise specified, the period of access to the Service shall extend for one (1) year from the Service Start Date, (the “Service Period”), with options to renew access to the Service as of the date of expiration of the Service Period (the “Service Renewal Date”). Service access shall require the Client to create an account on the Service (the “Client Account”).   The Client Account must be associated with a valid email address. Any use of the Service beyond that of a Trial period shall require evidence from the Client of a valid form of payment such as a purchase order, credit card etc.
  2. Changes.
    1. To the Service Offerings: ICEsoft reserves the right to change or discontinue any or all of its Service offerings and SLAs, or change or remove functionality or feature set of any or all of the Service Offerings and SLAs from time to time. In such an event, the Client shall have the option of migrating to the newly defined Service offering or remaining under their current Service as described in Schedule 1 for a period not exceeding two years from their most recent Service Renewal Date.
    2. To This Agreement: Changes to this Agreement shall be made by written mutual consent between ICEsoft and the Client. Changes related to the Service being subscribed to by the Client (i.e. pricing, term of service, subscription level etc.) shall be evidenced by an updated and revised Schedule 1, that shall be approved in writing by both ICEsoft and the Client.
  3. Security and Data Privacy.
    1. Data Security: ICEsoft shall implement reasonable and appropriate measures to secure the Client’s data against accidental or unlawful loss, access or disclosure.
    2. Regulatory / Legislative Compliance: ICEsoft shall comply with all relevant, regional privacy legislation. Within Canadian jurisdictions and except as described herein, ICEsoft shall comply fully with the Personal Information Protection and Electronics Document Act (“PIPEDA”), which requires in part that ICEsoft shall utilize only Canadian-based servers and infrastructure for service provisioning and data storage.  By accepting this Agreement, the Client acknowledges that the Service facilitates communication between the Client and certain end users (the “Client End Users”) over various communication channels including but not limited to mobile application transmission, SMS messaging, Voice, Email and posting on through various social media channels.  The Client further acknowledges that the transmission and routing of such communications may require the use of infrastructure located outside of the country in which the Client resides and the Service is hosted, and consents to such transmission.
    3. Data Privacy: Client consents to the storage on ICEsoft infrastructure, any content created or imported by the Client or the Client End Users in association with the Service, or any analytics related to the Client Account (collectively the “Client Data”). ICEsoft shall not access nor use Client Data except as necessary to maintain, improve or provide the Service to the Client, or as necessary to comply with the law or a binding order of a government body. Unless it would violate the law or a binding order of a government body, ICEsoft shall provide the Client notice of any legal requirement or order referred to in this Section 3.3.
  4. Client Obligations:
    1. Account Activity. The Client shall be responsible for all activities that occur under the Client Account, regardless of whether the activities are authorized or carried out by the Client, its employees, representatives, or Client End Users.
    2. Securing the Account: In the interest of ensuring security of the Service, user accounts should not be shared. Account login passwords and system credentials whether generated automatically by ICEsoft or the Client are for the Client’s sole use.  The Client agrees that they shall not share, sell, transfer or sublicense them to another entity or person.  Neither ICEsoft nor its affiliates shall be responsible for unauthorized access to the Client’s account.
    3. Generation and Maintenance of Content. The Client shall ensure that the content generated through the System by the Client, its agents, and end users shall not violate any applicable law. The Client shall be solely responsible for the development, content, operation, maintenance, and use of Client Content.
    4. Client End Users: The Client shall be responsible for any action that the Client permits, assists or facilitates any person or entity to take related to this Agreement, the Client Content or use of the Service offering. The Client shall be responsible for Client End Users’ use of the Client’s Content and the Service. As required, the Client will ensure that all Client End Users comply with the Client’s obligations under this Agreement. If the Client should become aware of any violation of its obligations under this Agreement caused by a Client End User, the Client shall immediately suspend access to the Service by such Client End User. ICEsoft shall not provide any support or services directly to the Client’s End Users unless there exists separate agreements or conditions as described in Appendix 1 obligating ICEsoft to provide such support or services.
    5. Support: The Client agrees to provide such assistance as may be reasonably required by ICEsoft for it to resolve any support issues related to the Client.  Such assistance may include but not limited to providing documentation as to how to reproduce any errors reported by the Client related to the service.
  5. Fees and Payment.
    1. Subscription and Administration Fees: Unless otherwise specified, all subscription related fees shall be for a one year period from the Service Start Date. Billing shall be as of the Service Start Date.
    2. Incremental User Fees: Incremental user fees (i.e. mobile app downloads) shall be calculated and billed on a Quarterly Billing Cycle. Amounts owed shall be amortized to coincide with the Service Renewal Date.
    3. Usage Service Fees: Per Use Service Fees such as SMS, Email and Voice Calls shall be calculated and billed on a Quarterly Billing Cycle.
    4. Quarterly Billing Cycle: Quarterly Billing Dates shall be as of the three month anniversary of the Service Start Date and every three months thereafter.
    5. Payment Terms and Late Payments: Client shall pay ICEsoft any applicable fees and charges for use of the Service using one of the payment methods supported (Check, Wire Transfer, Credit Card). All amounts payable by the Client shall be paid without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any upgrades to service levels, or add-on modules shall be pro-rated so as to correspond to the Service Renewal Date.  Unless otherwise specified, payment terms shall be 30 days.  ICEsoft may elect to charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
    6. Payment Terms and Late Payments: Client shall pay ICEsoft any applicable fees and charges for use of the Service using one of the payment methods supported (Check, Wire Transfer, Credit Card). All amounts payable by the Client shall be paid without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any upgrades to service levels, or add-on modules shall be pro-rated so as to correspond to the Service Renewal Date.  Unless otherwise specified, payment terms shall be 30 days.  ICEsoft may elect to charge interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
    7. Right to Audit: ICEsoft invoices related to Incremental User Fees and Service Fees shall provide details as to the total number of new registered users and/or service fee events that occurred over the billing period. The Client shall have the right to request detailed reporting as to the time and nature of each registration, service event, name and duration of the incident, name of the administrator authorizing the event for a period of one (1) year after its occurrence.
    8. Each party shall be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party with respect to the transactions and payments under this Agreement. ICEsoft may charge and the Client shall be obliged to pay applicable Indirect Taxes that ICEsoft is legally obligated or authorized to collect.
  6. Suspension of Services
    1. Conditions of Suspension: ICEsoft shall have the right to suspend Client or any Client End User’s right to access or use any portion or all of the Service immediately upon notice to the Client if ICEsoft has determined:
      1. That the Client or a Client End User poses a security risk to the Service, or any third party,
      2. That the Client or Client End User actions could adversely impact the performance or provisioning of the Service and/or the content of any other ICEsoft customer,
      3. That the Client, a Client End Users or actions carried out by them, could subject ICEsoft, ICEsoft’s affiliates, or any third party to liability,
      4. That the Client, a Client End Users or their respective actions could be fraudulent;
      5. The Client or any of the Client End User is in breach of this Agreement;
      6. The Client is in breach of their payment obligations under Section 5;
      7. The Client has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
    2. Effect of Suspension. In the event of a Suspension of Service:
      1. The Client shall remain responsible for all Service and Usage Fees up to the date at which the suspension commences; and
      2. In the event the Client has taken such actions so as to rectify the situation within 30 days of ICEsoft having provided notice, the Suspension shall be lifted and the Client account re-activated.
      3. In the event the Client fails to rectify the conditions leading up to Service suspension within a 30 day period, this Agreement shall be deemed to have been Terminated by Cause the effect of which is defined in Section 7
  7. Term, Renewal, and Termination
    1. Term: The term of this Agreement will commence on the Effective Date and will remain in effect for a one-year period after the Service Start Date, unless otherwise renewed or terminated as of an earlier date described in Section 7.3. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.3.
    2. Service Renewal: The Client shall have the right to automatically renew this Agreement on an annual basis through the payment of requisite Subscription, User, and Service fees under then available pricing structures or per pricing terms outlined in Schedule 1. Unless otherwise stipulated, the renewal period shall commence on the anniversary of the Service Renewal Date and extend for one year. ICEsoft shall advise the Client no less than 60 days prior to an upcoming Service Renewal Date and at that time shall provide the Client with an updated quote covering the upcoming renewal term.
    3. Termination:
      1. Termination for Convenience: The Client may terminate this Agreement for any reason by providing ICEsoft written notice and closing and/or deleting its Client Account. ICEsoft may terminate this Agreement for any reason by providing the Client at least 60 days’ advance notice to the Service Renewal Date.
      2. Termination for Cause:
        1. By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
        2. By ICEsoft: ICEsoft may terminate this Agreement immediately upon notice to the Client; (i) for cause if ICEsoft has the right to suspend services under Section 6, and the cause of such suspension is not rectified within 30 days of notice (ii) in the event ICEsoft’s relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (iii) in order to comply with the law or requests of governmental entities.
      3. Effect of Termination: Upon the Termination Date, all Client rights provided for under this Agreement shall immediately terminate. The Client shall remain responsible for all fees and charges incurred up to the Termination Date.  In the event of Termination for Convenience, any pre-paid subscription fees or charges shall be forfeit.  In the event of Termination for Cause by either Party ICEsoft shall remit back to the Client any pre-paid fees on a pro-rata basis up through the Termination Date.
      4. Post-Termination: Sections 4.1, 5, 7.3, 8 (except the license granted in Section 8.3), 9, 10, and 11, will continue to apply in accordance with their terms. Absent Termination for Cause, for 30 days after the Termination Date, ICEsoft will not take action to remove from the System any Client Content and ICEsoft will allow Client to retrieve any stored Client Content provided Client has paid all amounts due under this Agreement.
  8. Rights, Ownership and License.
    1. Client Content: ICEsoft shall hold no rights, license or ownership to Client Content. Client consents to ICEsoft’s use of Client Content only as it may be required to provide operational and support services to the Client and Client End Users, and as provided for the removal of such Client Content in Sections 4 and 7 of this Agreement.
    2. ICEsoft Ownership: ICEsoft owns all right, title, and interest in and to the Service, associated mobile applications, and all related technology and intellectual property rights. Except as provided for in this Section 8, Client obtains no rights under this Agreement from ICEsoft to the Service or any related intellectual property rights, copyrights or trademarks.
    3. License Grant: Subject to the terms of this Agreement, ICEsoft grants to the Client a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Voyent Alert! Services solely in accordance with this Agreement.
    4. License Grant: Subject to the terms of this Agreement, ICEsoft grants to the Client a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Voyent Alert! Services solely in accordance with this Agreement.
    5. Suggestions and Feedback. In the case of any suggestions, recommendations or operational feedback made by the Client to ICEsoft (the “Suggestions”), ICEsoft and its affiliates shall be entitled to use the Suggestions without restriction.
  9. Indemnification.
    1. Indemnification by Client: Client shall defend, indemnify, and hold harmless ICEsoft, ICEsoft affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) the Client or any Client End Users’ use of the Service; (b) breach of this Agreement or violation of applicable law by the Client, Client End Users or Client Content; or (c) a dispute between the Client and any Client End User. Client agrees to reimburse ICEsoft for reasonable attorneys’ fees, as well as ICEsoft employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c).
    2. Intellectual Property and Indemnification by ICEsoft: Subject to the limitations in this Section 9, ICEsoft shall defend the Client and its employees, officers, and directors against any third-party claim alleging that the Service infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.  ICEsoft agrees to reimburse Client for reasonable attorneys’ fees, as well as its employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with the third party claims.
    3. Discontinued Use: ICEsoft will have no obligations or liability arising from Client or any Client End User’s use of the Service after ICEsoft has notified the Client to discontinue such use. The remedies provided in Sections 9.1 and 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Client Content.
    4. Claim Resolution: For any claim covered by Section 9.2, ICEsoft shall, at its election, either: (i) procure the rights to use that portion of the Service alleged to be infringing; (ii) replace the alleged infringing portion of the Service with a non-infringing alternative or (iii) modify the alleged infringing portion of the Service to make it non-infringing.
    5. Process: The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
  10. Warranties and Disclaimers.
    1. NO WARRANTY: THE SERVICE IS PROVIDED “AS IS.” WITHOUT LIMITING ICESOFT’S EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, ICESOFT HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OPERATION AND THAT THE SERVICE OFFERING WILL BE UNINTERRUPTED, ERROR FREE OR FREE FROM HARMFUL COMPONENTS, AND THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. EXCEPT FOR ICESOFT’S SERVICE LEVEL AGREEMENTS AND SUPPORT TERMS, ICESOFT’S SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW.  TO THE EXTENT THIS DISLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER THAT LAW.
    2. EARLY RELEASE PREVIEWS: FROM TIME TO TIME ICESOFT MAY EXTEND TO THE CLIENT AN INVITATION TO PARTICIPATE IN A PREVIEW TRIAL OF THE SERVICE OR NEW SERVICE FEATURE. THESE PREVIEW TRIALS ARE PRE-PRODUCTION IN NATURE AND WOULD MOST LIKELY CONTAIN BUGS, ERRORS AND DEFECTS AND WOULD IN ALL LIKELYHOOD BE SUBJECT TO CHANGE IF AND WHEN ICESOFT ELECTED TO MIGRATE THEM TO A PRODUCTION STATUS IF EVER. SUCH SERVICES AND FEATURES WOULD BE PROVIDED TO THE CLIENT “AS IS” WITH ICESOFT PROVIDING NO EXPRESS WARRANTY AS TO OPERATION OR THAT THE SERVICE OR FEATURE WILL BE ERROR FREE OR THAT THEY WITH OPERATE WITHOUT ANY INTERRUPTIONS OR DOWNTIME.
  11. Liability.
    1. LIMIATION OF LIABILITY: EXCEPT FOR LIABILITY ARISING FROM VIOLIATIONS OF SECTION 8 (OWNERSHIP) AND SECTION 9 (INDEMNIFICATION), ICESOFT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXMPLARY DAMAGES ARISING FROM CLIENT’S USE OR CLIENT END USER’S USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION LOST DATA, LOSS OF PROFITS, REVENUES, GOODWILL, DAMAGE TO PROPERTY, INJURY TO PERSON OR DEATH, EVEN IF ICESOFT HAD BEEN ADVISED OF THE POSSIBILITY THEREOF.
      FURTHER, ICESOFT SHALL NOT BE HELD BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH THE CLIENTS INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT, (II) ICESOFT’S DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE FOR ANY REASON. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 7 (TERMINATION), SHALL ICESOFT BE LIABLE TO THE CLIENT OR THE CLIENT END USERS FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY THE CLIENT TO ICESOFT DURING THE TWELVE (12) MONTHS PROCEEDING THE INCIDENT OR CLAIM. THE PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER OR NOT TO ENTER INTO THIS AGREEMENT.
  12. Miscellaneous.
    1. Client shall not assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement, without the prior written consent of ICEsoft. Such consent shall not be unreasonably withheld.
    2. Entire Agreement. This Agreement shall be deemed the entire agreement between ICEsoft and the Client. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between ICEsoft and the Client, whether written or verbal, regarding the subject matter of this Agreement.
    3. Force Majeure. Neither ICEsoft nor its affiliates shall be liable for any delay, interruption of service or failure to perform any obligation under this Agreement where the delay, interruption or failure results from any cause beyond ICEsoft’s reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
    4. Governing Law. The laws of the Ontario, Canada shall, without reference to conflict of law rules, govern this Agreement.
    5. Dispute Resolution: Prior to proceeding to court to resolve disputes both parties agree to undertake best efforts to resolve any disputes that fail to be addressed through customer support by negotiations escalated up to ICEsoft senior management levels. In the event of continued failure to resolve the dispute both parties agree to participate in non-binding arbitration to be located in Calgary, Alberta or in another mutually acceptable location utilizing a professional arbitration service agreeable to both parties.
    6. Relationship: Both ICEsoft and the Client are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
    7. Language. All communications and notices made or given pursuant to this Agreement must be in the English language.
    8. Confidentiality and Publicity. Except as may be required by law, ICEsoft shall not disclose or make public any data pertaining to the Client’s account or content generated by the Client associated with its use of the Voyent Alert! Service without having obtained prior written consent of the Client. This Agreement shall place no restrictions or obligations on Client regarding confidentiality.  Provided this Agreement has not been terminated, ICEsoft may disclose through any form of communication medium that the Client is a commercial subscriber to the Voyent Alert! System.  ICEsoft shall not ascribe any opinion or quote related to the Client’s experience with the Voyent Alert! System without having secured the Clients prior written consent.
    9. Notice: Notices may be provided by email, fax, or mail / courier deliver to the following:
      To ICEsoft
      ICEsoft Technologies Holdings Ltd.
      3553 31st St. N.W. Suite 370
      Calgary, AB, T2L 2K7
      Phone: (403) 663 3320
      Fax: (403) 663 3322
      Email: product.sales@icesoft.com
      To Client
      By way of account registration details (email, fax, address) provided by the Client during their account registration process.
    10. No Waivers. The failure by ICEsoft to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by ICEsoft must be in writing to be effective.
    11. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Schedule 1:

Voyent Alert! Product Description And Fee Schedule

Click here to view Voyent Alert! Product Description and Fee Schedule.

 

Schedule 2:

Voyent Alert! Commercial Support Terms and Conditions

The following shall constitute the entire and exclusive set of TERMS AND CONDITIONS under which support and services associated with the procurement a Voyent Alert! Service subscription.  Applicable support shall commence as of the Service Start Date.  Unless otherwise specified in the Voyent Alert! Service Details and Pricing Schedule, ICEsoft shall provide the following support services:

  1. Service Access: ICEsoft shall make available to the Client via Internet access the most recent production version of the Voyent Alert! Service at the subscription level / feature content to which they are entitled.
  2. Service Hosting and Up Time: ICEsoft hosts the Voyent Alert! Service on a Canadian-based Amazon Web Service platform and as such is dependent on Amazon for certain SLA parameters.  ICEsoft shall use commercially reasonable efforts to ensure the Voyent Alert! Service is available for at least 99.9% of a subscription period.
  3. Scheduled Maintenance: From time to time it shall become necessary to interrupt access to the Voyent Alert! Service in order to provide upgrades and carry out system maintenance.  ICEsoft shall endeavour to keep such interruptions to a minimum and for as short a period as possible.  ICEsoft shall provide five business days notice to Client for any scheduled interrupt.
  4. Support Service: ICEsoft will use reasonable commercial efforts to remedy any programming error (“Bug”) in the production version of the Service that prevent the Service from operating as intended. Bugs of a critical nature that may prevent use of the service shall be addressed as quickly as possible.  Support issues of a minor nature, such as a particular user interface behaviour or a requested new feature enhancement shall be investigated and prioritized by ICEsoft and if suitable addressed in a future scheduled release at ICEsoft’s sole discretion.
  5. Contacting Support: ICEsoft shall provide the Clients holding a Standard Subscription with access to its online support portal, which will enable the Client to open support tickets and monitor resolution status.  In addition, Clients subscribing to Premier Subscription packages will be provided with phone support and remote desktop sharing services to assist in resolving their support issues.
  6. Customer Responsibilities: Customer will be requested to assist in the resolution of any reported Bug by providing information on the conditions and steps required in order to recreate the Bug(s).
  7. Support Limitations: Client acknowledges and understands that no software is perfect or error free and that despite ICEsoft’s commercially reasonable efforts ICEsoft may be unable to provide answers or resolve the Customers request for support services.

The above shall constitute the entire and exclusive set of terms and conditions under which support and maintenance shall be provided.