License Agreement


Palmetto Document Systems, Inc., as Method123, sells Method123 templates with the following terms and conditions.
 
Licensed Product:
Project Management Template(s)
 
Grant of Licences
  1. You are granted a non-exclusive, non-assignable and non-transferable right to use the "Licensed Products" strictly in accordance with the terms set out in this License.
     
  2. You are also granted a non-exclusive, non-assignable and non-transferable right and license to use the trade name "Method123®" (our "Brand") on the Licensed Products.
Creating Derivative Works
  1. 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".
     
  2. If you wish to create a Derivative Work:
     
    4.1.1   you must first remove our Brand from the Template included in the Derivative Work;
     
    4.1.2   you must not remove our copyright notices from the Templates;
     
    4.1.3   you may then develop, copy and distribute the Derivative Work subject to clause 5 and clause 11.
     
  3. You acknowledge and agree that Method123 owns all "Intellectual Property Rights" (as defined in clause 23) 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
  1. You shall supervise and control the use of the Licensed Products in accordance with the terms of this agreement.
     
  2. You may retain one copy of the Licensed Products for backup purposes provided that the original and copy are kept in your possession and control.
     
  3. You agree to limit use of the Licensed Products to the number of devices for which you have purchased licenses. The Licensed Product is provided on a one-license-per-device basis. A "device" is a PC, laptop or other hardware device. You may not transfer a Licensed Product to another device without the prior written consent of Method123.
     
  4. You shall not:
     
    9.1.1   permit others to modify the Licensed Products or any part of them;
     
    9.1.2   remove any copyright notices, labels or marks from the Licensed Products;
     
    9.1.3   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;
     
  5. You shall:
     
    10.1.1   notify parties to whom you distribute derived works that they must purchase a license to use the Products if they wish to modify any of the Original Content. They will not require a license if they simply need to "read" the Derived Works.
     
    10.1.2   maintain accurate and complete records of the number and location of the copies of the Licensed Products and supply such records to Method123 immediately upon request.
Using the Licensed Products and Derivative Works
  1. You shall not sell, distribute, sub-license, lease, hire out, share use of, rent or transmit ("Transaction") the Licensed Products or Derivative Works in any way.
     
  2. You shall not compete with Method123 in any way, and / or deprive Method123 of revenue.
     
License Fees
  1. Any attempt by you to use the Licensed Products without payment of the applicable license fees and/or on more devices than you have paid for 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) incurred by Method123 in taking such steps.
Limited Warranties
  1. Whilst Method123 believes that the Licensed Products are effective for the purpose specified in the marketing material, Method123 gives no warranty regarding the outcomes and outputs resulting from your use of the Licensed Products as these outcomes are heavily dependent on the way in which you elect to use the Licensed Products.
     
  2. 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.
     
  3. If your state or country law does not uphold this agreement, then 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.
     
  4. 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.
     
  5. 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. You accept full responsibility for maintaining the Licensed Products free from corruption and from viruses.
     
  6. 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
  1. This License commences upon download of the Licensed Products 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. Upon termination you shall:
     
    20.1.1   destroy all copies of the Licensed Products in your possession or control; and
     
    20.1.2   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.
     
  2. 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
  1. You agree that any upgrades provided to you by Method123, are deemed to form part of the Licensed Products and are accepted by you subject to the terms set out in this License.
Ownership of Intellectual Property Rights
  1. 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 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.
General
  1. 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. 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.
     
  2. This License is governed by and to be construed in accordance with the laws of the State of Georgia, USA. 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.
     
  3. You give us permission to use your company name on our licensed customer list.
     
  4. 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.
The Licensed Products have been registered with the US Copyright Office as well as the UK Copyright Office and are fully enforceable under international copyright law.