MAINTENANCE EXPERTS PTY LTD

SOFTWARE LICENSE AGREEMENT

In this Agreement- MEX, The Licensor, Us or Ours refers to Maintenance Experts Pty Ltd. When your Company Name, Licensee or you is mentioned, this refers to the Company or Person that is using a MEX product. MEX Products refer to all products that are made by Maintenance Experts whether software or some other form.

In consideration of the mutual covenants contained here, the receipt and sufficiency of which is hereby acknowledged, MAINTENANCE EXPERTS grants to LICENSEE a nonexclusive license to use the software described below on the following terms and conditions:
Maintenance Experts may amend the terms and conditions of this Agreement in due course. Amended terms will be available via any MEX Product that is being utilised and you will be notified by these changes by an Alert Box when this does occur. All amended terms will automatically be effective 14 days after they are initially available through the MEX Product. If you do not agree with such changes to this Agreement, you must terminate the use of all MEX Products. If, after any such change to this Agreement you continue to be a user of any MEX Product, you will be considered by us to have accepted the varied terms as part of the Agreement.
In this Agreement where the context permits a reference to 'you' or “your” includes anyone acting on your behalf or with your express or implied authority.
THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND MAINTENANCE EXPERTS.BY INSTALLING THIS SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE PACKAGE AND THE ACCOMPANYING ITEMS (including written materials and binders or other containers) TO THE PLACE OF PURCHASE FOR A FULL REFUND.

1. COPYRIGHT - The SOFTWARE is owned by Maintenance Experts and is protected by the Australian copyright laws, international treaty provisions, and all other applicable laws. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book). The only exception is if, the software is not copy protected you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may also make one copy of the product manual(s) or written materials accompanying the SOFTWARE for backup or archival purposes.

2. OTHER RESTRICTIONS - You may not rent or lease the SOFTWARE, but you may transfer your rights under this Maintenance Experts License Agreement on a permanent basis provided you transfer all copies of the SOFTWARE and all written materials, and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile or disassemble the SOFTWARE. Any transfer must include the most recent update and all prior versions.






DATA HOSTING

Data Hosting is when Maintenance Experts will host your data for your company from a server managed by Maintenance Experts.

This is a service provided by Maintenance Experts and may or may not be chosen by you as the method of delivery of our products. If you have chosen to have data hosting of a MEX product or products then all the following terms and conditions apply.
MANAGEMENT AND MAINTENANCE OF SERVERS
1. The servers are provided by the external data hosting company, but are managed by Maintenance Experts
2. The servers are managed and maintained by Maintenance Experts. Including backups, operating system and virus management.
LOCATION OF DATA
1. Maintenance Experts does NOT host the data at MEX Headquarters in Brisbane. MEX utilises servers provided by external hosting sources. For current data hosting facilities please refer to the Data hosting FAQ.
2. Maintenance Experts reserves the right to change data hosting services as, and if, required. In the case of changing of data services then a delay may be experienced by the customer. However, MEX will keep this to a minimum. In the event of data hosting services being moved the customer will be given 7 days’ notice before this occurs.
SERVICE LEVEL
1. The service being provided is by a reputable hosting company and the delivery of this service will be of the highest level. However, 100 % connection to this service is not guaranteed.
2. In the event of conditions that lead to the complete failure of the service then Maintenance Experts will endeavour to utilise servers at Maintenance Experts headquarters to provide this service.
BACKUPS
1. Backups of customer data are performed daily. In the case of failure of the system the restore point will be to the end of business (5 pm EST, Australia) of the previous day.

2. Backups are performed on a rolling basis. Daily backups are stored for the previous 30 days. Monthly backups are kept for 6 months.


RESTORE
1. Data can be fully restored to the previous day’s backup point upon request to our support department.
2. If a partial data restore is required then this will be at your expense. The charge is for the time required and will be billed to you with the current Charge out rate for labour.
3. A partial restore of data may not be possible in all circumstances.
PAYMENT POLICIES
1. All accounts are set up on a prepay basis. Payment is due on the first working day of each month. All accounts are automatically renewed at the end of each prepaid period unless written closure notification is received (and such receipt is confirmed by MAINTENANCE EXPERTS to the account holder) at least 2 working days before the end of the prepaid period.
2. Payment for multiple periods in advance is available. E.G. The customer may prepay for 12 months in advance.
3. MAINTENANCE EXPERTS reserves the right to suspend all services until the outstanding charges are paid. The account holder is responsible for all outstanding charges on the account. The account holder may be charged a $55 administration fee for any declined or dishonoured payment.
4. Receipt for payment will be sent to the customer monthly by E-mail. All invoices will be sent directly to account holders via e-mail. No bills or invoices will be sent by regular mail.
5. You must pay for the Service as notified to you by Maintenance Experts in accordance with Maintenance Experts published prices for Services from time to time.
6. Although MAINTENANCE EXPERTS reserves the right to change prices of accounts or services at any time, all pricing changes will be provided with 3 months’ notice to the customer.
7. All accounts must be prepaid by either direct deposit to MAINTENANCE EXPERTS or by credit card.
CANCELLATION AND REFUNDS
1. Data hosting can be cancelled at any time. The contract period is for one month.
2. Upon cancellation of the service the MS SQL database for the customer will be either compressed and emailed to a nominated representative of the customer or stored on transportable media and sent to the customer’s nominated address.
3. MAINTENANCE EXPERTS reserves the right to cancel the service at any time if it believes the account is being misused. Account holders are not entitled to any refund. Fees charged on a prepay basis are non-refundable. In addition some accounts incur set-up fees; these charges are also non-refundable.


MAINTENANCE AGREEMENT
1. The maintenance agreement can be included in web hosting.
2. If the web hosting is discontinued then the customer will be presented with an option to continue with their maintenance agreement on a periodic payment basis. Either monthly or annually.
PRIVACY
Maintenance Experts Pty Ltd adheres fully to the Privacy Act in regard to the way in which we collect, use & discloses information about you.
ACTIVITIES SUBJECT TO IMMEDIATE DEACTIVATION
Any server that is used for Illegal, Abusive or Unethical Activity may be immediately deactivated by us without warning. Illegal, Abusive or Unethical Activities include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined by us.
You agree to indemnify and hold us harmless from any claim resulting from your publications or use of Illegal, Abusive or Unethical materials. Although we will make reasonable efforts to alert you to such activities and allow the client an opportunity to cure them within a 72-hour period after discovery, we are not required to give notice before deactivating your use of our services if, in our discretion, the client's use is or results in Illegal, Abusive or Unethical activities. If a Web Site is disabled, the regular monthly fees may still apply.
INTERNATIONAL USE
Given the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, privacy, copyright, and trademark infringement. Additionally, you agree to comply with all applicable laws regarding the transmission of technical data exported from Australia or the country in which you reside.
SOFTWARE LOCK
All MEX products have been fitted with a software lock.
This lock can be initiated by Maintenance Experts only and will ultimately disable your MEX products.

Maintenance Experts has placed a software lock on all software. This lock allows for the termination of the use of this product if invoices and accounts are not paid for as prescribed by Maintenance Experts business terms and conditions, illegal use or illegal actions by you in the use of MEX products.
In the case of outstanding accounts, a warning will be displayed for a period of time at the startup of each copy of MEX.

After this period the MEX product will cease to function if accounts are still outstanding.
In the case of illegal or improper usage of MEX products no warning period will be given.
In the case of a MEX product being locked, you will need to contact maintenance experts to have it re-instated.

MISCELLANEOUS

This Agreement is the entire agreement and understanding of the parties with respect to the software and documentation, and supersedes all prior or contemporaneous oral, written or other representations and agreement.

This Agreement shall be governed by and interpreted under the laws of Australia.

PAYMENT TERMS AND CONDITIONS

All sales are either by Credit card or cash. Upon proof of payment products and product registration will be dispatched to you.

All customers can apply for an account with Maintenance Experts. These accounts are 30 days from date of issue of invoice.

All training courses and attendance at training courses must be paid for in advance.

LIMITED WARRANTY

To the full extent permitted by the Commonwealth, State, Territory or other law or laws applicable to this Agreement, any conditions or warranties imposed by such legislation are hereby excluded. Insofar as liability under or pursuant to any legislation, whether of Commonwealth, State, Territory or other government, may not be excluded, such liability is limited to:

1. Replacement of the SOFTWARE

2. Correction of defects in the SOFTWARE

At the exclusive option of Maintenance Experts.

You acknowledge that no promise, representation or warranty or undertaking has been made or given by Maintenance Experts or any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the SOFTWARE and any accompanying Maintenance Experts supplied hardware, SOFTWARE manuals, and written materials. You have relied upon your own skill and judgment in deciding to acquire the SOFTWARE and any accompanying hardware, SOFTWARE manuals, and written materials for use by you. This Agreement constitutes the entire agreement and understanding between you and Maintenance Experts in relation to the supply of SOFTWARE and any accompanying hardware, SOFTWARE manuals, and written materials from Maintenance Experts.

Except as and to the extent that it is herein before provided, under no circumstances shall Maintenance Experts or any related company be liable for any loss, damage or injury (including without limitation any loss of profit, indirect, consequential or incidental loss, damage or injury) arising from the supply or use of the SOFTWARE and any accompanying hardware and written materials or any failure by Maintenance Experts or any related company to perform any obligation or observe any terms of this Agreement.
LIMITATION OF LIABILITY - HOSTING
Maintenance Experts PTY LTD shall not be responsible for any claimed damages, including incidental and consequential damages, which may arise from Maintenance Experts PTY LTD servers going off-line or being unavailable for any reason whatsoever. Further, Maintenance Experts PTY LTD shall not be responsible for any claimed damages, including incidental or consequential damages, resulting from the corruption or deletion of any data site from one of Maintenance Experts PTY LTD servers. Maintenance Experts PTY LTD will not be held responsible for any problems that a customer may have. We will always do our best to keep things running smoothly and to ensure that your Data hosting experience is the best.
We disclaim any and all loss or liability resulting from, but not limited to:
• Loss or liability resulting from access delays or access interruptions;
• Loss or liability resulting from data non-delivery or data miss-delivery;
• Loss or liability resulting from acts of God;
• Loss or liability resulting from the unauthorized use or misuse of your Account Number, Password or security authentication;
• Loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement;
• Loss or liability that you may incur in connection with our administration and processing of your application for our services.
MAINTENANCE AND SUPPORT AGREEMENT

Maintenance Experts provide a service that you can accept for the provision of maintenance and support of your product.

The pricing of this can be determined by contacting Maintenance Experts.

1.0 SCOPE OF SERVICES

1.1 During the Agreement Term, MEX shall provide the maintenance plan services set forth below.
Priority Bug Fixes.
• All Product Releases.
• Unlimited Telephone or Mail support calls by customer to MEX.
• MEX will provide to the CUSTOMER Version updates and upgrades as they become available.
These will be available through Maintenance Experts web portal at www.MEX.com.au <http://www.mex.com.au>.



1.2 The service provided is between 7:30 am and 5:00 pm Monday to Friday Eastern standard Time (EST) Australia.

1.3 MEX reserves the right to charge CUSTOMER’S at its current time and materials rate for any
requested Services related to investigation and/or correction of product problems or malfunctions arising from Customer’s misuse.

1.4 MEX shall not be obligated to provide services (and such services are not included within the scope of this Agreement) arising out of;
• Version Upgrade installations, where installation procedures are not adhered to,
• CUSTOMER alterations and modifications of the products,
• CUSTOMER loss of files or deletion of records,
• And causes external to the Products, including but not limited to, electrical power fluctuations and inadequate climate or environmental controls.

2.0 FEES AND CHARGES

2.1 The current fee for the Annual Maintenance agreement can be obtained from Maintenance Experts.

2.2 The fee for the Maintenance Agreement is determined by the number of users per site and is either
paid annually in advance or as a monthly direct debit.

2.3 The CUSTOMER understands and agrees that MEX may change the fee for the maintenance
agreement. In this case, the customer shall be given at least 90 days’ notice before this takes effect.

Should the CUSTOMER incur any supplemental charges for services not included within the scope of this
Agreement, MEX will invoice the CUSTOMER within 30 days of the date the charges are incurred. .

2.4 Should the CUSTOMER reenter into an Agreement with MEX after terminating a previous agreement the CUSTOMER may be liable to pay a penalty fee.

2.5 If you do not have a maintenance agreement and require this service from us then it will be billed as time and material. This fee can be obtained upon contact with Maintenance Experts.

3.0 TERMINATION

This Agreement may be terminated as follows:

3.1 This Agreement shall immediately terminate upon the termination of the MEX License.

3.2 This maintenance Agreement is terminated if payment for this service is not received by us.

4.0 MISCELLANEOUS

4.1 This is the complete and exclusive statement of the agreement of the parties with respect to the
subject matter hereof, and supersedes all prior proposals, understandings, and agreements,
whether written or oral, between the parties within respect to the subject matter hereof. This
Agreement may not be modified except by a written instrument duly executed by both parties.

4.2 In the event that any provision of this Agreement is held invalid, illegal, or unenforceable, the
remaining provisions shall be enforced to the maximum extent permitted by applicable law.

4.3 Neither party shall be liable for any failure or delay in performance under this Agreement which is
due in whole or in part to any contingency, delay, failure, or cause of any nature beyond the
reasonable control of such party, including fire, explosion, earthquake, storm, flood or other
weather, unavailability or components, activities or workmen or other labor difficulties, war,
insurrection, act of God, law, terrorism, or regulation.

4.4 MEX shall forthwith take out and maintain at all time during the term of the MEX Maintenance and Support Agreement a Public Liability Policy where the insured sum shall not be less than FIVE MILLION DOLLARS ($5,000,000).

4.5 CUSTOMER shall not assign its rights and obligations hereunder without the prior written consent of MEX.