Company desires to purchase certain VIQ Software, Hosted Software, VIQ Equipment, Third Party Products and/or Services from VIQ Solutions, Inc. (“VIQ”) as identified on the Order (as defined below) submitted by Company to VIQ. If VIQ accepts such Order by executing the Order, the Parties will have entered into a binding contract on the terms and conditions set forth in this Terms of Sale (“Agreement”) which shall govern the Parties’ rights and obligations with respect to the applicable transaction. VIQ and Company are sometimes referred to individually as a “Party” and collectively as the “Parties”.  Neither Party shall be bound by any pre-printed provisions of any purchase order, acknowledgment, nor other similar form.

General Terms and Conditions

You are referred to hereafter as the “Company.” VIQ and Company are sometimes referred to individually as a “Party” and collectively as the “Parties.

In consideration of the mutual covenants stated below, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

Exhibit A

Maintenance Services

This Exhibit sets forth Maintenance Services for the VIQ Software and VIQ Equipment.


Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Agreement.

Business HoursMonday through Friday, 8:00 AM to 5:00 PM Eastern, excluding United States public holidays.
Bug FixesSolutions or workarounds to particular problems with the programs as reported to VIQ (email, telephone, or support portal).
EventAn Event is an occurrence that impacts availability to Authorized User or proper operation of the VIQ Equipment and/or VIQ Software.
Level 1 Maintenance ServicesBasic help-desk functions typically including initial call handling, call logging, assignment of call priority, queue placement, initial problem diagnostic services for identifying problems and generic application faults, analysis, and where possible, problem resolution, detailed product problem analysis (including any problem duplication), detailed problem diagnostic services for identifying complex problems and application faults, application of any service releases or end-user specific fixes and interface, generation and collection of log files.
Level 2 Maintenance ServicesReference is made to the content of Section 2.2
OperationalVIQ Equipment and VIQ Software are functional and available to its intended users and is not experiencing Company-impacting Events
ResolutionThe correction of the error, defect or condition giving rise to an Event.
Root CauseRoot Cause means the core events that gave rise to an Event.
Support TicketA numbered record that documents an Event. The tracking document for an Event.

Maintenance Services will be provided directly to Company for issues with the VIQ Software and VIQ Equipment.  This covers the following types of issues:

  • Support for Company and its Authorized User reported issues and problems
  • Support related to availability and connectivity of VIQ Software and VIQ Equipment and other operational issues

There are two (2) levels of support described as follows:

2.1 Level 1 Maintenance Services. Level 1 Maintenance Services is performed by VIQ’s support personnel. The technical scope of support offered includes:

Level 1

Primary interface for technical support issues, issue management, and escalation including:

  • Support for VIQ Software and VIQ Equipment, including deployment of Updates and Bug Fixes
  • Timely communicating Root Cause and corrective action of Events – when identified
  • Providing all necessary information and log files to make it possible to reproduce an Event on VIQ’s site (such as sound-files and image of the installed software) and cooperating with VIQ in order to reproduce the Event
  • Testing Bug Fixes

2.2 Level 2 Maintenance Services.  Level 2 Maintenance Services is performed by VIQ’s support. The technical scope of support offered as part of Level 2 Maintenance Services includes:

Level 2

Technical support related issues including:

  • Telephone support during normal Business Hours
  • Support for VIQ Equipment and VIQ Software including providing Upgrades and / or Updates (if any)
  • Internally escalating irresolvable issues
  • Communicating Root Cause and corrective action of Events – when identified
  • Creating and documenting workarounds to known issues if appropriate

VIQ will not be responsible for the following:

  • Direct support to Company’s, Authorized Users and other third parties
  • On-premise hardware, software network and connectivity issues, except to verify that issues are not with the VIQ Equipment or VIQ Software
  • Determination of likely problem sources outside VIQ’s control
  • Support for, or required as a result of (i) any modification of VIQ Software by anyone other than VIQ; (ii) if VIQ Software is used for other than its intended purpose; (iii) if Company failed to properly integrate, install or maintain the VIQ Software (including any associated equipment, software or firmware); (iv) any willful or negligent action or omission of Company, (v) any computer malfunction not attributable to VIQ Software; or (vi) damage to VIQ Software from any external source, including computer viruses unattributable to VIQ, computer hackers, or force majeure events.

VIQ will provide Level 1 and Level 2 Support Services for Events related to the VIQ Equipment and VIQ Software.  This includes troubleshooting to determine if the reported issue is related to the VIQ Equipment and VIQ Software and ongoing management and tracking of the reported issue.  If through troubleshooting, an issue is determined to be in the VIQ Equipment and VIQ Software, the issue will escalate the issue to VIQ following the procedure outlined in Section 4 below.


(a) VIQ shall troubleshoot further and provide root cause and corrective action in a timely manner and during normal Business Hours.

The Company will provide VIQ with sufficient issue, product and/or Company information for VIQ to fully understand the details of the issue and in order to resolve the issue.

The following is the standard information that will be provided by to VIQ:

  • Contact Name
  • Contact e-mail address
  • Name Company and, if applicable, the affected Authorized User
  • Description of issue
  • Detailed description of troubleshooting performed
  • Frequency of issue occurrence and reproducibility
  • For Authorized User issues, relevant information to assist troubleshooting
  • Relevant application and/or device logs and sample problem files
  • Log files

Company may communicate Events to VIQ by web-based ticket submission form or telephone.  In the case where the Event is submitted via phone, VIQ will open a Support Ticket with information to assist in Event Resolution.  VIQ will generate a response by email for each Support Ticket.


VIQ will support the most current version and one previously released version of the VIQ Software. Upgrades and Updates and will be provided as part of the Maintenance Services.

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