License Agreement

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Method 123 Project Management Methodology ('MPMM') License

Method123 Inc ("Method123") has the following license agreement for the use of MPMM. If you purchase the MPMM product, you agree to the following terms and conditions.

MPMM® is only offered to you on condition that you read and accept all the terms of this License and wish to become a licensee of MPMM. Acceptance will bind you and all of your employees, contractors and agents to the terms of this License.

Grant of Licenses

1. You are granted a non-exclusive, non-assignable and non-transferable right and license to use the enclosed software, textual content, examples and templates (the "Licensed Products") strictly in accordance with the terms and conditions set out in this License.
2. You are granted a non-exclusive, non-assignable and non-transferable right and license to use the trade names "Method123", "MPMM" and any other Method123 branding ("Brands"); on the Licensed Products and for the purpose of referencing the Licensed Products and/or your use of the Licensed Products.

 

Creating Derivative Works

3. You may create works that are based on or include parts of the templates included within the Licensed Products ("Templates"). These works are "Derivative Works".
4. If you wish to create a Derivative Work:
(a) you must first remove the Brands from the part of the Template included in the Derivative Work;
(b) you must not remove copyright notices from the Templates;
(c) you may then develop, copy and distribute the Derivative Work subject to clause 5 and the restrictions in clause 10.
5. MPMM contains a copy of selected portions of the PMBOK® Guide from the Project Management Institute (PMI). The PMBOK® Guide is available for your reference. You may read and apply the PMBOK® Guide content but you are not allowed to change the content. If you have an Enterprise license, you can publish the content for your licensed users of your organization. In addition, do not: copy the content of the PMBOK® Guide for use outside of the MPMM environment; share the content with people that are not licensed users; or resell or otherwise utilize the PMBOK® Guide content outside of MPMM.
6. You acknowledge and agree that Method123 owns all "Intellectual Property Rights" (as defined in clause 22) in the Derivative Works but excluding that part of the Derivative Works that did not form part of or was derived from the Licensed Products ("New Content"). You own all intellectual property rights in New Content and you agree that you will indemnify Method123 for any costs, expenses or damages that may be claimed against or incurred by Method123 in relation to the New Content.

 

License Conditions - General

7. You may make and retain one copy of the Licensed Products for backup and archival purposes provided that the original and copy are kept in your possession and control and that your installation and use of the same does not exceed that allowed by this License.
8. You agree to limit installation of the Licensed Products to the number of devices for which you have purchased licenses.
9. You may not transfer a Licensed Product to another device without the prior written consent of Method 123.
10. You shall not:
(a) alter, modify, translate, reverse engineer, decompile or disassemble the software functionality within the Licensed Products or any part of them, or permit others to do so;
(b) remove any proprietary or copyright notices, labels or marks from the Licensed Products or its packaging;
(c) use the Brands to represent that you are accredited by, or have any type of affiliation or relationship with Method123, other than as a licensee of the Licensed Products unless you have entered into the relevant partner program or reseller agreement with Method123. Please contact Method123 for further details;
(d) ship, send, transport or export Licensed Products into any country, or otherwise use Licensed Products, in a manner prohibited by any governmental agency or any export laws, restrictions or regulations; or
(e) use the Licensed Products in any manner that violates the rights of any person.

 

Using the Licensed Products and Derivative Works

11. You shall not sell, distribute, sub-license, lease, hire out, share use of, rent or transmit ("Transaction") the Licensed Products or Derivative Works.

 

License Fees

12. You will pay Method123 the applicable license fees for the Licensed Products depending on:
(a) the version (e.g., Professional or Standard) of the Licensed Products you have procured; and/or
(b) the number of devices on which you will install the Licensed Products.
Any attempt by you to use the Licensed Products without payment of the applicable license fees and/or to circumvent license keys and activation procedures relevant to the type and number of licenses you have procured for use of the Licensed Products will be deemed to be a material breach of this License for which Method123 may immediately terminate all licenses granted under this License by notice in writing and take steps to recover from you any fees due or compensation payable for such breach, and you shall be liable for all costs (including legal fees on a solicitor-client basis) incurred by Method123 in taking such steps.

 

Limited Warranties

13. Whilst Method123 believes that the Licensed Products are effective for the purpose specified in the Licensed Products and related marketing material, Method123 gives no warranty regarding the outcomes and outputs resulting from your use of the Licensed Products as these outcomes and outputs are heavily dependent on the way in which you elect to use the Licensed Products.
14. Except as expressly provided otherwise in a written agreement between Method123 and you, the licensed products are provided "as is" and, to the maximum extent permitted by applicable law, Method123 disclaims all warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. Without prejudice to the generality of the foregoing, Method123 makes no warranty that (i) the licensed products will meet your requirements, (ii) the use of the licensed products will be uninterrupted, timely, secure, error-free or virus free, (iii) the results that may be obtained from the use of the licensed products will be accurate or reliable, (iv) the quality of the licensed products will meet your expectations, and/or (v) any errors in the licensed products will be corrected. Some states or jurisdictions do not allow the exclusion of implied warranties or do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you. If Georgia state law is not held to apply to this agreement for any reason, then in jurisdictions where warranties, guarantees, representations, and/or conditions of any type may not be disclaimed, any such warranty, guarantee, representation and/or warranty is: (1) hereby limited to the period of either (a) thirty (30) days from the date you acquire the licensed products, or (b) the shortest period allowed by law in the applicable jurisdiction if a thirty (30) day limitation would be unenforceable; and (2) Method123's sole liability for any breach of any such warranty, guarantee, representation, and/or condition shall be to supplying you with a new copy of the licensed product, replacing or repairing the licensed product.
15. To the maximum extent permitted by applicable law, Method123 or its suppliers are not liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use of any machine, computer or telephonic device, data or profits, whether or not Method123 had been advised of the possibility of such damages, on any theory of liability arising out of or in connection with the use of the licensed products. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
16. The limitations of damages or liability and the disclaimers of warranties set forth in this agreement are fundamental elements of the basis of the bargain between Method123 and you. You acknowledge and agree that Method123 would not be able to provide the licensed products on an economic basis without such limitations and that Method123 has set its prices for the license to the licensed products in reliance on such limitations of damages and liability and disclaimers of warranties.
17. You accept full responsibility for maintaining the Licensed Products free from corruption and from viruses. If you suspect that the Licensed Products have been corrupted, other than by reason of a breach of this License by you, Method123 may agree to supply a further copy of the Licensed Products to you free of charge (save for any packaging and delivery charges), if requested by you.
18. You acknowledge that you have exercised your independent judgment in acquiring the Licensed Products and have not relied on any representation made by Method123 which has not been stated expressly in this License.

 

Term and Termination

19. This License commences upon installation of MPMM and/or activation of the relevant license key(s) and is granted in perpetuity but may be terminated by Method123 by notice in writing if you are in material breach of any term of this License.
20. Upon termination you shall:
(a) at the election of Method123, destroy all copies of the Licensed Products in your possession or control or return such copies to Method123; and
(b) destroy all copies of the Derivative Works (excluding the New Content) in your possession and ensure the destruction of Derivative Works (excluding the New Content) held by third parties.
21. Termination of this License shall not affect any rights or remedies which Method123 may have otherwise under this license or at law.

 

Upgrades and Fixes

22. Method123 reserves the right to produce fixes, upgrades or updates of the Licensed Products from time to time, on terms and at such time determined by Method123 in its discretion. You agree that such fixes, upgrades or updates, provided either directly or indirectly to you by Method123, are deemed to form part of the Licensed Products and are accepted and used by you upon and subject to the terms and conditions set out in this License and any additional terms which may be issued by Method123 in relation to specific fixes, upgraded or updates.

 

Ownership of Intellectual Property Rights

23. The Licensed Products and Derivative Works (subject to clause 5), and all copies of them, consist of proprietary information developed by Method123. They are and shall remain the exclusive property of Method123 and/or its third party licensors, and you shall have no right, title or interest in them, except as expressly set out in this agreement. Method123 owns certain rights in connection with the Licensed Products and Derivative Works (which may exist from time to time in various jurisdictions) under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law or similar protections, regardless of whether or not such rights or protections are registered or perfected and regardless of whether such rights accrue to Method123 directly or by expressed or implied license (collectively, "Intellectual Property Rights"). You shall have no right, title or interest in Intellectual Property Rights, except as expressly set out in this agreement. All rights not expressly granted to you in this agreement are expressly reserved by Method123.

MPMM is a derivative work of A Guide to the Project Management Body of Knowledge (PMBOK® Guide)- Fifth Edition, which is copyrighted material of and owned by, Project Management Institute, Inc. (PMI), Copyright 2013. The PMBOK® Guide content within MPMM has been reproduced with the permission of PMI. Unauthorized reproduction of this material is strictly prohibited. MPMM is the copyrighted material of and owned by, Method123, Inc., Copyright 2013.

 

General

24. If any clause or provision of this License shall be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such judgment shall not affect the remaining provisions of this License which shall remain in full force and effect as if such clause or provision held to be illegal or unenforceable had not been included in this License.
25. Subject to clause 25, if any clause or provision of this License is inconsistent with the provision of any statute, the clause or provision of this License shall be read down to the extent necessary to render it consistent with the statutory provision.
26. This License is governed by and to be construed in accordance with the laws of the State of Georgia, USA.
27. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of the American Arbitration Association by one or more arbitrators appointed in accordance with the said Rules. The place of Arbitration shall be Georgia and the Arbitration shall be conducted in English. Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Method123 may bring an action or proceeding in any court of competent jurisdiction to seek injunctive or other equitable relief, and in this regard both Method123 and you submit to the jurisdiction of the courts of Georgia, USA.
28. You give us permission to use your company name on our licensed customer list.
29. This License shall inure to the benefit of and be binding upon Method123 and you, and Method123's and your successors, trustees, permitted assigns and receivers but shall not inure to the benefit of any other persons.
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