WhereAreThey

1. Addresses And Communications

1. eQueue Ltd Product Support Staff are available via email to give you assistance and advice on eQueue Ltd products or to receive Discrepancy reports. Best endeavors will be made to reply to all support requests within 24 hours of their receipt. Direct phone assistance may also be available during eQueue Ltd normal working hours at our address described above. Direct phone assistance outside these hours will also be available, with prior arrangement. We may allocate your support request based on availability of staff and experience to a named individual at our discretion.



2. If software was purchased through a local Reseller, first line support during local working hours will be available through that Reseller. Queries unable to be answered by the Reseller directly will be referred to eQueue Ltd, in which case clause (a) will apply. Your Reseller will endeavor to reply to support requests within 24 hours of their receipt.



3. Our Product Support staff will, with your assistance if necessary, investigate a suspected Discrepancy by attempting to reproduce it after receiving your Discrepancy report under Section 8 below.

2. Definitions

In this Agreement the following expressions shall have the following meanings:

"Agreement" means this Software Upgrade and Maintenance Agreement.

"Correction" means replacement distribution media or corrective code or documentation which rectifies a Discrepancy as described above. eQueue Ltd may, at its discretion, modify the end-user documentation to and includes, but is not limited to, workarounds, support releases, update disks, immediate correction disks, component replacements and patches.

"Discrepancy" means a defect in the distribution media or material difference between the operation of the Maintained Software and the description of the operation of the Maintained Software as provided in current end-user documentation provided for the Maintained Software by eQueue Ltd.

"Maintenance Fee" means the amount or amounts that you have agreed to pay in respect of upgrades and maintenance of the Maintained Software.

"Maintenance Period" means the number of years in respect of which you have agreed to pay the Maintenance Fee including every renewal and extension of that period.

"Maintained Software" means the registered copy of the WhereAreThey^® Software Product licensed to you. If the licensee of the Maintained Software is a corporation or other entity, the "you" as used in this Agreement refers to that corporation or entity.

"Support Contact" means the person authorized by you to communicate with eQueue Ltd to request and receive the Maintenance Services. The Support Contact may be you, your employee, or an agent or consultant of your company or organization who provides services directly to you as the Licensee of the Maintained Software. The Support Contact should be knowledgeable about how the Maintained Software is being used and about the computer and operating system on which Maintained Software is executed.

3. Applicability of eQueue Ltd License Agreement

This Agreement and all software, documentation and media provided under it is subject to all the terms and conditions of the eQueue Ltd License which exists between you and eQueue Ltd, including the Disclaimer of Warranty and Limitation of Remedies.

4. Major Upgrade Release

eQueue Ltd intends regularly to prepare a major upgrade release of the Maintained Software which will contain a new set of software and may contain replacements for all or some of the existing documentation set, but cannot promise to do so. If prepared, this major upgrade release will be sent to you under this Agreement or otherwise made available to you (eg to download from the eQueue Ltd Website) without additional charge.

5. Fixes to Reported Discrepancies

1. In response to a confirmed Discrepancy in the Maintained Software, eQueue Ltd shall use reasonable efforts to provide on an as-needed basis at its discretion a Correction in the form of a workaround, support release, update disk, immediate correction disk, or electronic transfer equivalent, component replacement, patch, major upgrade release, or other suitable form, but eQueue Ltd cannot guarantee to do so.



2. When provided under this Agreement, such Correction will be provided without additional charge.



3. eQueue Ltd reserves the right to discontinue maintenance services without notice on a past workaround, support release, update disk or immediate correction disk, or electronic transfer equivalent, component replacement, patch or other form of Correction after a subsequent major upgrade release, support release, or update disk or electronic transfer equivalent containing a Correction of the Discrepancy is available.

6. Access to Support Staff

Note: The software is unlikely to fail in any way that can directly impact on the functioning of any computer or network and thus require immediate (Priority 1) response.

7. Software not covered by this Agreement

1. eQueue Ltd is not responsible to provide any Correction in respect of:

8. Your Responsibilities

1. You agree to report all suspected Discrepancies through your Support Contact to the eQueue Ltd Product Support staff.



2. You agree to use reasonable efforts to assist eQueue Ltd in its efforts to find Corrections to confirmed Discrepancies reported by you.



3. You agree to install and use the newest release or change disk for the Maintained Software sent to you by eQueue Ltd as soon as reasonably possible after receipt.



4. In all contacts with eQueue Ltd Product Support, you agree to provide the product registration key given to you by eQueue Ltd, along with your name and the name and address of the company or individual contracted for the maintenance.

eQueue Ltd ("eQueue")

9. Additional Services And Charges

1. eQueue Ltd may offer additional services such as training and consulting under separate agreements. Such services can be performed at a site and time mutually agreeable. These services are normally charged on a time and materials basis including expenses and are subject to availability.



2. eQueue Ltd reserves the right to charge for services outside of the range of normal support services. Such services considered outside of the range of normal support services are;



1. debugging application coding errors in a customer’s application,



2. debugging problems in non-eQueue Ltd supported products, or in combinations of eQueue Ltd supported and non-supported products where the problem occurs in the non-eQueue Ltd product,



3. other cases where it is judged by eQueue Ltd to be likely that the suspected problem is in respect of software or hardware which eQueue Ltd has no responsibility to maintain, and



4. customization of the Maintained Software.



3. When a situation occurs where a reported problem is likely to fall outside of the range of supported services, you will be advised of the potential of incurring charges to have eQueue Ltd work on the problem. An estimate of the cost of the additional services will be prepared and delivered to you, by appropriate means, for your approval and agreement. Should we find that the problem is, indeed, caused by Maintained Software, no charges will be incurred. However, if it is proven that the problem is not the responsibility of eQueue Ltd, you may be charged for the time spent at the rates specified in the estimate.



4. eQueue Ltd, upon prior notice, reserves the right to charge for unusual or excessive support person time or telephone expenses in connection with the Maintenance Services provided under this Agreement.



5. Reasonable shipping, handling, media and user documentation charges in connection with the provision of the upgrades and service shall be payable by you.

10. Maintenance Fee and Payment

The annual Maintenance Fee must be paid in advance, and on the same date each year thereafter. The Maintenance Fee is as determined at the time that you purchase the Maintained Software and may be varied annually to reflect:-

11. Term And Termination

1. This Agreement will be effective and services provided hereunder will commence on the completion of;



1. receipt by eQueue Ltd or any person whom eQueue Ltd may from time to time advise you in writing is authorised by eQueue Ltd to accept payment on its behalf of the appropriate Maintenance Fee or initial product purchase with Maintenance;



2. registration of this Agreement; and



3. ascertaining proof of the validity of the eQueue Ltd License.



2. The services provided hereunder will cease at the end of the Maintenance Period.



3. eQueue Ltd may change the Maintenance Fee without notice which fee shall become effective upon renewal of this Agreement.



4. This Agreement will remain in effect unless terminated upon at least ninety (90) days prior written notice by either party by reason of any violation of the terms and conditions of this Agreement.



5. eQueue Ltd has no obligation to notify you of the expiry date of the Maintenance Period. It is your responsibility to give notice of cancellation if you do not wish to renew maintenance, prior to the expiry of the Maintenance Period.



6. You will continue to receive maintenance services unless you give notice of cancellation.



7. If you cancel or allow your maintenance to expire, you must purchase an upgrade to the current version of the product in order to register for a new Maintenance Period. You will then receive an invoice for the appropriate amount. Simply pay the invoice and your maintenance will be renewed.



8. eQueue Ltd reserves the right to withdraw maintenance services on any or all Maintained Software or other products, and to alter the prices, terms, and conditions of the Maintenance Program, in advance of any maintenance renewal. Any such withdrawal or alterations will amend the maintenance program between you and eQueue Ltd as from your next renewal date.



9. In the event of termination of this Agreement for any reason, no part of the Maintenance Fee shall be refundable.

12. Miscellaneous

1. You may not assign this Agreement to a third party without the prior written consent of eQueue Ltd.



2. This Agreement and the eQueue Ltd License shall be the only Agreements between eQueue Ltd and you with respect to the Maintained Software. They cannot be modified except in writing and with the approval of both parties.



3. This Agreement supersedes all prior agreements, oral or written, relating to the Maintained Software.



4. This Agreement will be governed by the laws of New Zealand and is subject to the jurisdiction of the New Zealand courts.

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