LICENCE AGREEMENT In consideration for receiving a licence to use this software ("the Software") and supplied documentation ("the User Guide") from nqueue Billback LLC ("nqueue Billback") or its authorized distributor (the "Distributor") you, the Licensee agree to the terms and conditions set out below ("the Agreement"). Please note that the Software may not be installed unless you accept all the terms and conditions contained in this Agreement and the attached General Terms and Conditions of Sale. Your signature below will constitute acceptance of the provisions of this Agreement and of the attached General Terms and Conditions of Sale. 1. Licence 1.1 This Agreement grants the Licensee a licence to use the Software for its internal business purposes in accordance with the User Guide, by only the number of users corresponding to the number of licences for the Software which have been purchased by the Licensee. The License shall be non-transferable and shall not be sublicensed by the Licensee and can be revoked by nqueue Billback if either of these conditions occurs. 1.2 The fee paid for the license granted under this Agreement shall be the fee specified in the Quotation as that term is defined in the attached General Terms and Conditions of Sale, to be paid in accordance with the terms of the Quotation ( License Fee ). 1.3 If you elect to cancel Services as provided in Section 9 of the attached General Terms and Conditions of Sale, you must return the Software and User Guide (together being the Virtual Cabinet ) as directed by nqueue Billback and take steps as directed to uninstall the Software if installed. 1A. General Terms and Conditions of Sale 1A.1 Licensee s use of the Software is subject to the General Terms and Conditions of Sale, including but limited to the Software Specific Conditions relating to the provision of Services, attached and incorporated into this Agreement by reference. 1A.2 Failure by the Licensee to adhere to any provision in this Agreement or in the General Terms and Conditions of Sale shall constitute grounds for termination of the License. 1A.3 In the event of any inconsistency between the provisions of this Agreement and those of the General Terms and Conditions of Sale, the provisions of this Agreement shall take precedence. 2. Restrictions 2.1 Except as permitted under the terms of this Agreement, the Licensee may not distribute copies of the Virtual Cabinet to third parties or electronically transfer the Virtual Cabinet from one computer to another over a network. 2.2 The Licensee shall not modify the whole or any part of the Software or combine or incorporate the whole or any part of the Software in any other program or system without the prior consent in writing of nqueue Billback. 2.3 Furthermore, the Licensee may not undertake any of the following acts (except to the extent required by law or court order): (i) copy the Virtual Cabinet or any part of it (although the Licensee may make a copy of the Software (and the User Guide provided by nqueue Billbackor the Distributor electronically) for back-up purposes only); (ii) disassemble, or reverse engineer the Software or decompile the Software without nqueue Billback s prior written consent and supervision, and subject to restrictions required by nqueue Billback; (iii) resell, rent, lease, loan, distribute, network or create derivative works based upon the Virtual Cabinet or any part of it;
(iv) modify, translate, adapt, or vary the Virtual Cabinet (or any part of it including any associated database). 3. Assurances The Licensee undertakes: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) to ensure that its employees, agents and other parties who are licensed to use the Virtual Cabinet are notified of and agree to the provisions of this Licence prior to such employee, agent or party using the Virtual Cabinet; to reproduce and include the copyright notice of NQueue Billback in or on the Virtual Cabinet on all and any copies; to maintain correct and up-to-date records of the number and location of all installations of the Virtual Cabinet, and make such records available upon request to NQueue Billback or the Distributor; to notify NQueue Billback immediately on becoming aware or expressly notified of any unauthorized use or copying of the whole or any part of the Software or the User Guide; to have in place daily back-up and disaster recovery measures in respect of the systems and data with which the Software is used, and effective virus prevention measures (with the Licensee being responsible for virus scanning the Software before, during and after installation); to supervise and control use of the Virtual Cabinet in accordance with the Terms of the Agreement; not to provide or otherwise make available the Virtual Cabinet in whole or in part, in any form to any person or organisation other than the Licensee's employees or the Distributor without the prior written consent of nqueue Billback; within 7 days after the date of termination of this Licence for whatever reason, to destroy, erase or otherwise dispose of the Virtual Cabinet and all updates, upgrades and copies, in the reasonable manner directed by nqueue Billback, and certify this in writing to nqueue Billback as having been completed. 4. Ownership 4.1 The Licensee owns the media upon which the Software is provided, but nqueue Billback and its third party licensors retain title and ownership of the Virtual Cabinet, including, but not limited to, copyright in the code, images, audio, video, and texts used in or in connection with the Software. No intellectual property rights are transferred pursuant to this Agreement other than the right to use the Virtual Cabinet as expressly granted by this Agreement. All rights in the Virtual Cabinet not specifically granted in this Agreement are reserved by nqueue Billback. 4.2 The Licensee agrees to ensure that it complies with the same restrictions and obligations in respect of any updates, upgrades and new releases of the Virtual Cabinet issued by nqueue Billback to the Licensee from time to time at nqueue Billback's sole discretion (such updates, upgrades and new releases being known as "Updates" for the purposes of this Licence), as apply in whole or in part to the Virtual Cabinet under this Agreement (for the avoidance of doubt, the Licensee is hereby accepting such compliance obligations in respect of the Updates). The license granted by NQueue Billback in respect of the Software shall be deemed to include a license to all Updates, which shall from that date be included, treated and defined as the Software in this Agreement. 4.3 The Virtual Cabinet contains confidential and proprietary information, including but not limited to information on how Virtual Cabinet is designed and how it operates, and the Licensee agrees to maintain the confidentiality of such information and not disclose any of the information contained in the Virtual Cabinet to any third party without the prior written consent of nqueue Billback. The Licensee further agrees to take all reasonable precautions to prevent any unauthorized access to the Virtual Cabinet. 4.4 The Licensee is responsible for protecting the Software and the User Guide at all times from unauthorized access, use or damage.
5. Term 5.1 This Agreement will commence from the date that the Virtual Cabinet is provided to the Licensee. 5.2 nqueue Billback will have the right to terminate this Licence immediately upon notice if the Licensee fails to comply with any term or condition of this Licence or if the Licensee fails to pay the Licence Fee or any other charges payable in conjunction with the use of the Software. Upon any termination, the Licensee must return or destroy the Virtual Cabinet together with all copies, in the reasonable manner stipulated by Lindenhouse. 5.3 Termination of the Licence Agreement is without prejudice to both parties' rights and remedies. 5.4 The provisions of this Licence which are expressed to, or intended to, survive termination, shall continue in full force and effect. 6. Warranties 6.1 nqueue Billback warrants that the media upon which the Virtual Cabinet is provided will be free from defects in material or workmanship under normal use for a period of thirty (30) days from the date of delivery to the Licensee. 6.2 nqueue Billback does not warrant that the Software is free of errors. The Licensee acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence. 6.3 nqueue Billback warrants for a period of 30 days from the date that the Software is provided to the Licensee (the date that the Software is provided to the Licensee being known as the "Start Date"), that the Software will materially function in accordance with the User Guide. In the event that the Software does not function materially in accordance with the User Guide, and the Licensee notifies nqueue Billback or the Distributor of the non-compliance within 30 days from the Start Date, nqueue Billback shall at its sole option either refund the licence fee (and issue instructions as to the disposal of the Software provided) or use reasonable endeavours to correct and provide within a reasonable period of time by patch or new release (at its option) that part of the Software which does not so comply, provided that such non-compliance has not been caused by: its incorrect use, abuse or corruption of the Software; or any modification, variation, configuration or addition to the Software not performed by nqueue Billback (for the avoidance of doubt, any issues resulting from the acts or omissions of the Distributor are to be addressed by the Licensee directly with the Distributor as nqueue Billback will not be liable for such issues);or use of the Software with other software or on equipment with which it is incompatible. 6.4 nqueue Billback warrants that any software or User Guide which it provides pursuant to this Licence which it has developed itself will not infringe any third party's intellectual property rights. 6.5 NQUEUE BILLBACK EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES RELATING TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Liability 7.1 nqueue Billback shall not be liable in any circumstances to the Licensee for consequential, special, incidental or indirect losses, or the following losses whether direct, consequential, special, incidental or indirect losses: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings or goodwill; loss of data; (or any losses arising from a claim by a third party for any of the afore-mentioned losses); whether arising under contract, statute, tort (including without limitation, negligence or strict liability), or otherwise. 7.2 The aggregate liability of nqueue Billback for all claims arising under or in connection with this Agreement (whether arising under contract, statute, tort (including without limitation,
negligence), or otherwise) shall be limited to the Licence Fee. 7.3 The Licensee acknowledges that the Licence Fee has been calculated on the basis that nqueue Billback will exclude and limit its liability as set out in this Agreement and that the limitations and exclusions of liability in this Licence are therefore reasonable. 7.4 The Licensee further acknowledges that if nqueue Billback is prevented from complying with its obligations due to any event beyond its reasonable control, it shall not be in breach of this Agreement or otherwise liable to the Licensee by reason of any delay in performance or nonperformance of any of its obligations due to such events. 8. Assignment 8.1 The Licensee may not assign this Agreement (whether in whole or in part) without the prior written consent of nqueue Billback. 8.2 nqueue Billback may subcontract and assign any or all of its obligations and rights pursuant to this Agreement. 9. Third Parties 9.1 The parties to this Agreement do not intend any third party to have any benefit under this Agreement. The parties therefore agree that no third party shall have any rights under this Agreement including but not limited to the right to enforce any term of this Agreement (except in the case of any assignment permitted by clause 8). 10. Notices 10.1 nqueue Billback may be contacted by writing to 7890 South Hardy Drive Suite 105 Tempe, AZ 85284. 11. Entire Agreement and Variations 11.1 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Licence and supersedes all other written and oral communications between the parties relating to the subject matter. The express terms, conditions and warranties in this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law. The parties hereby confirm that they have not relied upon any representations, communications or other matters which have not been expressly stated in this Agreement. Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party's liability for fraudulent misrepresentations. 11.2 No variation of this Agreement shall be effective unless it is in writing and is signed by an authorised representative of each party. 12. Law 12.1 No provision of this Agreement shall be waived unless agreed to be waived by both parties in writing. If any provision is waived, then that waiver shall operate for that instance only and not future instances, unless agreed otherwise by both parties in writing. 12.2 This Agreement and any claim or dispute arising in connection with it shall be governed by the laws of Arizona and shall be subject to the exclusive jurisdiction of the Arizona Courts to which the parties irrevocably submit. 12.3 If at any time any part of this Agreement becomes void or unenforceable under any applicable law it shall be deemed to be deleted from this Licence and the remaining provisions of this Agreement shall continue unaffected. 12.4 Licensee acknowledges that the restrictions contained in this Agreement are a reasonable and
necessary protection of nqueue Billback s interests and that any violation of these restrictions would cause substantial injury to nqueue Billback. In the event of a breach or threatened breach by the Licensee of these restrictions, nqueue Billback shall be entitled to apply to any court of competent jurisdiction for an injunction restraining the Licensee from such breach or threatened breach. The right to apply for an injunction shall not be construed as prohibiting Lindenhouse from pursuing any other available remedies for such breach or threatened breach. 13. Infringement 13.1 The Licensee and nqueue Billback shall promptly notify each other in writing of any claims by a third party that the Licensee s use of the Software infringes any patent, trade secret, copyright or similar right of a third party. 13.2 nqueue Billback reserves the right to bring, defend and prosecute infringement actions against any and all third parties for infringement of the Software, and may, at its election, request the other party to assist it in bringing, defending and/or prosecuting the above infringement actions. All costs associated with an action brought or defended by nqueue Billback shall be borne by nqueue Billback. nqueue Billback shall be entitled to any and all damages or awards recovered in such an action.