A. TERM

The services purchased hereunder for the licensed product(s) (ICAM software program(s), media and documentation) will be provided to LICENSEE for a one year period, unless otherwise stated in writing by ICAM.  The support services shall be provided to LICENSEE by ICAM or ICAM's authorized representative (where applicable).

ICAM's Software Program Maintenance and Support Service charges are as formally quoted by ICAM and are payable in advance by LICENSEE to ICAM.  LICENSEE shall benefit from an option to renew the Software Program Maintenance and Support Agreement for an additional one (1) year period from the date of expiration of the then current term.  Sixty (60) days prior to the expiration of the then current term, ICAM will send a detailed quotation for the subsequent term.  Timely receipt of a formal purchase order from LICENSEE shall constitute LICENSEE's acceptance to renew the present Agreement.

This Agreement may be terminated by ICAM in the event LICENSEE fails to pay support fees as set forth herein.

ICAM reserves the right to modify the services hereunder upon renewal.

B. TELEPHONE, INTERNET AND FAX SUPPORT SERVICES

The telephone hotline service is available from 9 am to 5 pm Eastern Time (North American) during regular working days, not including the weekends and legal holidays.  Access to ICAM's technical support database is available through internet services.   Performance Quality Reports (PQR) are encouraged to be sent by fax at any time.

C. VERBAL REPORTS

Software errors, malfunctions and defects may be reported by LICENSEE using the Telephone Hotline Service provided by ICAM to its entitled customers.

D. WRITTEN REPORTS

Software errors, malfunctions and defects may also be reported by LICENSEE, in writing, using the appropriate "Performance Quality Report" (PQR) forms.

E. RESPONSE TIME

ICAM shall address written requests, inquiries, and problems upon receipt of Performance Quality Reports from LICENSEE or ICAM's Authorized Representative (if applicable) and shall respond to program errors, defects and malfunctions in a timely fashion. As per ICAM's policy, 80% of incoming verbal and written reports are brought to resolution during the initial phone session, 90% of the problems get solved within 24 hours and 100% of problems get solved or responded to within 48 hours.  If it is anticipated that a resolution may not be attained within 48 hours, an estimated resolution date will be given.

ICAM's sole obligation under this section is to correct promptly and efficiently any and all errors, defects, and malfunctions in the Program and ICAM does not guarantee or warrant the results of the support services or that all errors, defects, and malfunctions will be corrected.  ICAM shall not be liable for any loss or damage caused by delay in providing the Program, services, or any other performance pursuant to this Agreement.

LICENSEE agrees that the terms related to proprietary rights, copyrights and confidentiality of the basic ICAM Software License Agreement applies to any improvements, corrections, upgrades and updates provided by ICAM pursuant to the present Agreement.                

F. UPDATES TO SOFTWARE

ICAM agrees to provide LICENSEE with new versions of the Product(s) containing corrections and improvements for the relevant operating platform, as set forth in the ICAM Software License Agreement, as they are officially released. Urgent problems are handled by pre-releases where appropriate. As part of our Maintenance and Support Contract, customers are entitled to one license transfer per maintenance year for each license, at no additional charge. License transfers will only be permitted within the same hardware platform and operating system. For customers, on M&S, that require cross-platform license transfers, UNIX to MS Windows, or vice versa, for example, a 15% trade-in value against the purchase of a new license will be provided on each individual license transfer.
For those customers without a Maintenance and Support Agreement in effect, any maintenance or technical requests regarding their license (such as license transfers, updates, media, documentation) will be subject to additional charges or license transfer fees according to ICAM's prevailing rates.

G. PAYMENT

ICAM will invoice LICENSEE on the date this Agreement becomes effective. LICENSEE undertakes to pay all charges for the purchase of such services to ICAM within thirty (30) days of invoicing from ICAM.

The charges for the purchase of Software Program Maintenance and Support Services do not include taxes and custom duties.  Any applicable taxes and duties shall be paid by LICENSEE.

Delivery of the product(s) shall be F.O.B. ICAM, Sainte-Anne-de-Bellevue.  Shipment will be made via UPS or Federal Express Courier and freight charges will be billed to LICENSEE.

Overdue payments shall bear an interest at the rate of 3% above the current U.S. prime rate (but shall not exceed the maximum permitted by law) on all amounts outstanding from the date when payment is due until the date payment is received.

ICAM shall be the sole and exclusive authority in establishing applicable charges for the Software Program Maintenance and Support Services and, may change the scope of such services and applicable charges, with respect thereto, upon written notice to LICENSEE not less than sixty (60) days prior to the expiration of the Software Program Maintenance and Support Agreement.  The costs for telephone and fax communications shall be borne by the originator.

H .CONSULTING MAINTENANCE AND CUSTOM DEVELOPMENT

ICAM agrees to make itself available to LICENSEE on a best efforts basis to provide LICENSEE requested repairs, maintenance, error corrections or LICENSEE specified new functions and features for the Product(s) according to ICAM's then current terms, conditions, and labour billing rates for such services.

I. TRAINING

ICAM agrees to make itself available to LICENSEE on a best efforts basis to provide training in the use of the Product(s) according to ICAM's then current terms, conditions, and labour billing rates for such services.