License Agreement

Method 123 Project Management Methodology ('MPMM')
Palmetto Document Systems' permission to use this software and documentation is conditional upon you agreeing to the terms set out below.
MPMM® is only offered to you on condition that you read and accept all the terms of this Licence 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 Licence.
Grant of Licences
1. You are granted a non-exclusive non-transferable right 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 Licence.
2. You are granted a non-exclusive non-transferable right to use the "Method123", "MPMM" and other Palmetto Document Systems brands ("Brands") on the Licensed Products, for the purpose of referencing the Licensed Products and/or your use of the Licensed Products.

Creating Derived 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 "Derived Works".
4. If you wish to create a Derived Work:
(a) you must first remove the Brands from the relevant part of the Template;
(b) you must not remove copyright notices from the Templates;
(c) you may then develop, copy and distribute the Derived Work subject to the restrictions in clause 10.
5. You acknowledge and agree that Palmetto Document Systems owns all intellectual property rights in the Derived Works but excluding that part of the Derived 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 indemnify Palmetto Document Systems for any costs, expenses or damages that may be claimed against or incurred by Palmetto Document Systems in relation to the New Content.

Licence Conditions - General
6. 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 Licence.
7. You agree to limit installation of the Licensed Products to the number of devices for which you have purchased licences.
8. You may not transfer a Licensed Product to another device without the prior written consent of Palmetto Document Systems.
9. 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; or
(c) use the Brands to represent that you are accredited by, or have any type of affiliation or relationship with Palmetto Document Systems, other than as a licensee of the Licensed Products unless you have entered into the relevant partner programme or reseller agreement with Palmetto Document Systems. Please contact Palmetto Document Systems for further details.

Using the Licensed Products and Derived Works
10. Subject to clause 11, you shall not sell, distribute, sub-license, lease, hire out, share use of, rent or transmit ("Transaction") the Licensed Products or Derived Works if such Transaction competes in any way with the business operated by Palmetto Document Systems from time to time or if such Transaction would in any way deprive Palmetto Document Systems of any licence or other fees;
11. Resale and use of the Licensed Products and/or Derived Works for teaching, consulting, training and other purposes is permitted under relevant partner programme and reseller agreements. Please contact Palmetto Document Systems for further details.

Licence Fees
12. You will have paid and/or will pay Palmetto Document Systems the applicable licence fees for the Licensed Products depending on the version (e.g. Educational, Standard or Professional Edition) of the Licensed Products you have procured; and/or 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 licence fees and/or to circumvent licence keys and activation procedures relevant to the type and number of licences you have procured for use of the Licensed Products will be deemed to be a material breach of this Licence for which Palmetto Document Systems may immediately terminate all licences granted under this Licence 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 Palmetto Document Systems in taking such steps.

No Warranties
13. Whilst Palmetto Document Systems believes that the Licensed Products are effective for the purpose specified in the Licensed Products and related marketing material, Palmetto Document Systems 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. You acknowledge that the Licensed Products cannot be guaranteed error free and further acknowledge that the existence of any such errors shall not constitute a breach of this Licence.
15. 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, Palmetto Document Systems may agree to supply a further copy of the Licensed Products to you free of charge, if requested by you.

Limitations and Exclusions of Liability
16. Palmetto Document Systems makes no express or implied warranties under this Licence.
17. Palmetto Document Systems excludes:
(a) from this Licence all conditions, warranties and terms implied by statute, general law, international convention or custom, except any implied condition or warranty, the exclusion of which would contravene any statute or cause this clause to be void ("Non-excludable Condition");
(b) subject to clause 12, all liability to you in contract for consequential or indirect damages arising out of or in connection with this Licence even if:
(i) Palmetto Document Systems knew they were possible; or
(ii) they were otherwise foreseeable,
including, without limitation, lost profits and damage suffered as a result of claims by any third person, such as your client or customer; and
(c) all liability to you in negligence or other non-contractual cause of action in respect of which liability can be excluded for acts or omissions of Palmetto Document Systems, its employees, agents and contractors, arising out of or in connection with this Licence.
18. Non-excludable Condition: Palmetto Document Systems' liability to you for breach, for any reason, of:
(a) any express provision of this Licence is excluded except to the extent that such liability cannot lawfully be excluded whereupon Palmetto Document Systems' aggregate liability is limited to US$100; and
(b) any Non-excludable Condition, is limited at Palmetto Document Systems option to any one of supplying, replacing or repairing the goods or refunding the licence fees for the goods in respect of which the breach occurred.
19. You acknowledge that you have exercised your independent judgment in acquiring the Licensed Products and have not relied on any representation made by Palmetto Document Systems which has not been stated expressly in this Licence.

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

Upgrades and Fixes
23. Palmetto Document Systems 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 Palmetto Document Systems in its discretion. You agree that such fixes, upgrades or updates, provided either directly or indirectly to you by Palmetto Document Systems, 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 Licence and any additional terms which may be issued by Palmetto Document Systems in relation to specific fixes, upgraded or updates.

Ownership of Intellectual Property Rights
24. Title and copyright to the Licensed Products and Derived Works (subject to clause 5) remains with Palmetto Document Systems and/or its third party licensors.

25. If any clause or provision of this Licence 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 Licence 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 Licence.
26. Subject to clause 25, if any clause or provision of this Licence is inconsistent with the provision of any statute, the clause or provision of this Licence shall be read down to the extent necessary to render it consistent with the statutory provision.
27. This Licence is governed by and to be construed in accordance with the laws of the United States of America ("USA"). You and Palmetto Document Systems submit to the jurisdiction of the USA courts.
28. This Licence shall be subject to USA Law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of Arbitration shall be South Carolina and the Arbitration shall be conducted in English.
29. This Licence shall be binding upon Palmetto Document Systems and you, and Palmetto Document Systems' and your successors, trustees, permitted assigns, receivers or liquidators, but not any other persons.