VTAL PROVIDES TO CUSTOMERS.
3.2
SUBDISTRIBUTORS.
VTAL'S DISTRIBUTORS, RESELLERS AND CHANNEL PARTNERS THAT
ARE AUTHORIZED IN WRITING BY VTAL ("SUBDISTRIBUTORS") MAY ALSO PURCHASE THE R2
PRODUCT DIRECTLY FROM R2 FOR DISTRIBUTION WITHIN THE TERRITORY TO CUSTOMERS
SOLELY IN CONJUNCTION WITH THE VTAL WORKSTATION, EITHER AS PART THEREOF, OR TO
CUSTOMERS ALREADY OWNING A VTAL WORKSTATION FOR USE IN CONNECTION THEREWITH, AND
NOT ON A STAND-ALONE BASIS, AND SUBJECT TO ALL OTHER APPLICABLE TERMS AND
CONDITIONS OF THIS AGREEMENT.
IN ALL EVENTS, VTAL SHALL REMAIN RESPONSIBLE AND
LIABLE FOR ITS SUBDISTRIBUTORS' COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
3.3
CUSTOMER INSTALLATION, SERVICE AND SUPPORT.
VTAL SHALL BE RESPONSIBLE, AT
ITS SOLE COST AND EXPENSE, FOR THE INSTALLATION OF THE R2 PRODUCT AT THE
CUSTOMER SITE.
VTAL AGREES TO PROVIDE R2 WITH QUARTERLY REPORTS (NO LATER THAN
THE TWENTIETH (20) BUSINESS DAY FOLLOWING FEBRUARY 28, MAY 31, AUGUST 31, AND
NOVEMBER 30) STATING EACH CUSTOMER'S NAME, LOCATION, CONTACT INFORMATION AND
DATE OF SALE.
VTAL SHALL OFFER EACH CUSTOMER THE OPPORTUNITY TO ENTER INTO A
MAINTENANCE PROGRAM THROUGH WHICH VTAL WILL PROVIDE, THROUGH ITS OWN TECHNICAL
PERSONNEL, FIRST-LEVEL TECHNICAL SUPPORT AND MAINTENANCE TO SUCH CUSTOMER, IN
ACCORDANCE WITH EXHIBIT H.
CUSTOMERS MAY ALSO OPT TO RECEIVE QUARTERLY
NEWSLETTERS AND PARTICIPATE IN A R2 SPONSORED LUNG NODULE CAD USER GROUP UNDER
THE MAINTENANCE PROGRAM.
R2 SHALL PROVIDE SECOND-LEVEL SUPPORT TO VTAL WITH
RESPECT TO ALL CUSTOMERS FREE OF CHARGE DURING THE WARRANTY PERIOD, AND
THEREAFTER FOR CUSTOMERS IN THE MAINTENANCE PROGRAM AS FURTHER SET FORTH IN
EXHIBIT H.
VTAL HEREBY ACKNOWLEDGES THAT R2 SHALL HAVE NO RESPONSIBILITY OR
OBLIGATION TO PROVIDE ANY SUPPORT SERVICES DIRECTLY TO CUSTOMERS; HOWEVER, UPON
VTAL'S REQUEST AND IN R2'S SOLE DISCRETION, R2 MAY PROVIDE DIRECT SUPPORT TO
CUSTOMERS.
R2 SHALL MAKE AVAILABLE UPDATES, FREE OF CHARGE, TO ALL CUSTOMERS
DURING THE WARRANTY PERIOD, AND THEREAFTER TO CUSTOMERS PARTICIPATING IN A
MAINTENANCE PROGRAM, AND VTAL MAY INDICATE TO ITS CUSTOMERS THAT IT WILL PROVIDE
UPDATES, WHEN AND IF SUCH UPDATES ARE MADE AVAILABLE.
HOWEVER, VTAL SHALL
INDICATE THAT WARRANTY AND SUPPORT SERVICES DO NOT, AND THE MAINTENANCE PROGRAM
DOES NOT, INCLUDE UPGRADES OR NEW FEATURES. UPGRADES AND NEW FEATURES, IF ANY,
ARE SUBJECT TO AN ADDITIONAL FEE, AS FURTHER SET FORTH IN SECTION 8.9.
R2
AGREES TO MAKE UPDATES, UPGRADES AND NEW FEATURES FOR THE R2 PRODUCT AVAILABLE
TO VTAL WITHIN THE SAME TIME FRAMES THAT R2 MAKES UPDATES, UPGRADES AND NEW
FEATURES FOR THE LUNG NODULE CAD APPLICATION GENERALLY AVAILABLE, IF ANY.
3.4
ONGOING SUPPORT.
FOR SO LONG AS A CUSTOMER HAS A SOFTWARE LICENSE FOR THE
R2 PRODUCT, ALL SOFTWARE "BUG FIXES" TO THE R2 PRODUCT THAT ARE RELEASED BY R2
TO CORRECT SAFETY AND REGULATORY ISSUES WILL BE PROVIDED BY R2 TO VTAL FREE OF
CHARGE AND INSTALLED BY VTAL ON THE VTAL WORKSTATION FREE OF CHARGE.
3.5
TRAINING.
VTAL SHALL ENSURE THAT ITS SERVICE PERSONNEL ARE SUFFICIENTLY
SKILLED AND KNOWLEDGEABLE ABOUT THE R2 PRODUCT.
R2 SHALL PROVIDE INITIAL
TRAINING TO VTAL REGARDING THE USE