License Agreement

 
TenStep® Project Management Process License Agreement (“License”)
 
TenStep, Inc. (hereafter referred to as “TenStep”, “we”, “us”, “our”) grants you permission to use this product, conditional upon you agreeing to the terms set out below.
 
The TenStep® Project Management Process 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 TenStep. 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-assignable and non-transferable right and license to use the enclosed software, content 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 name "TenStep", and any other TenStep branding ("Brands"); on the Licensed Products and 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 "Derivative Works".
4. If you wish to create a Derived 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. You acknowledge and agree that TenStep 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 TenStep for any costs, expenses or damages that may be claimed against or incurred by TenStep 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 License.
7. You agree to limit installation of the Licensed Products to the number of devices for which you have purchased Licenses.
8. You may not transfer a Licensed Product to another device without the prior written consent of Method 123.
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;
(c) use the Brands to represent that you are accredited by, or have any type of affiliation or relationship with TenStep, other than as a licensee of the Licensed Products unless you have entered into the relevant partner programme or reseller agreement with TenStep. Please contact TenStep 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
 
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 Derivative Works.
11. This License does not give you the right to offer training classes for hire based on the Content or any processes derived from the Content. You agree not to share the Content with other individuals who are not a party to this Agreement, except as allowed under this Agreement. You agree to use reasonable precautions to protect all userids and passwords from unauthorized use.

 
Licence Fees
 
12. You will have paid and/or will pay TenStep the applicable license fees for the Licensed Products depending on:
(a)

the version (e.g., Professional, Standard or Educational) 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 TenStep 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 TenStep in taking such steps.


Renewal Fees

13.

When you buy this product, you will receive a complete version of the Content describing the TenStep Project Management Process. This will include some content made available to you on our Internet website though a secure username / password. Throughout each year, we regularly release new upgraded versions of the Content, which are made available to you through your userid / password. We may charge extra for some of these Content upgrades,

The secure username / password will cover a period of one year from the issue date. After the applicable one-year period, your passwords to access the web-based content will expire.

A renewal invoice will be sent to you prior to the time your passwords expire in the then current term. The renewal fee in each such invoice will be 15% of the current list price for the applicable Licenses granted to you with the same options at the time of the renewal.

These fees are subject to change without notice to reflect the increased value provided. However, in no case shall the renewal fee increase by more than 10% over the prior year’s renewal fee. For the first renewal period, the fee is based on 15% of the original standard list price at the time the License was purchased. 

If you elect to pay the renewal fee, your License to access the Content will renew for an additional one year period upon our receipt of the renewal fee.  We may issue a new set of passwords for each renewal period. 

If you elect not to pay the annual renewal fee, you will not be able to access the secure area containing the latest versions of our Content. However, all of the other terms of this Agreement will remain in effect, including your continued rights and obligations to utilize the Content you have purchased pursuant to this agreement. You may copy and save any Content before your password expires, but the use of this Content is still restricted to the original number of Licenses you have purchased.

If you elect not to pay the renewal fee when due, you can subsequently choose to renew your access to the Premium Content at a later time. In this case, your total renewal fee will also include any and all renewal fees that would have been paid since the last renewal period lapsed.


Limited Warranties

14.

Whilst TenStep believes that the Licensed Products are effective for the purpose specified in the Licensed Products and related marketing material, TenStep 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.
15. Except as expressly provided otherwise in a written agreement between TenStep and you, the Licensed Products are provided "as is" and, to the maximum extent permitted by applicable law, TenStep 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, TenStep 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 New York 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) TenStep'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.
16. To the maximum extent permitted by applicable law, TenStep 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 TenStep 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.
17. 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 TenStep and you. You acknowledge and agree that TenStep would not be able to provide the Licensed Products on an economic basis without such limitations and that TenStep has set its prices for the license to the Licensed Products in reliance on such limitations of damages and liability and disclaimers of warranties.
18. 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, TenStep 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.
19. You acknowledge that you have exercised your independent judgment in acquiring the Licensed Products and have not relied on any representation made by TenStep which has not been stated expressly in this License.

 
Term and Termination
 
20. This License commences upon installation of the TenStep Project Management Process and/or activation of the relevant license key(s) and is granted in perpetuity but may be terminated by TenStep by notice in writing if you are in material breach of any term of this License.
21. Upon termination you shall:
(a) at the election of TenStep, destroy all copies of the Licensed Products in your possession or control or return such copies to TenStep; 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.
22. Termination of this License shall not affect any rights or remedies which TenStep may have otherwise under this License or at law.

 
Intellectual Property
 
23. The Licensed Products and Derivative Works (subject to clause 5), and all copies of them, consist of proprietary information developed by TenStep. They are and shall remain the exclusive property of TenStep 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. TenStep 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 TenStep 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 TenStep.

 
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 26, 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.
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 New York 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, TenStep may bring an action or proceeding in any court of competent jurisdiction to seek injunctive or other equitable relief, and in this regard both TenStep and you submit to the jurisdiction of the courts of New York, USA.
28. You give us permission to use your company name and logo on our licensed customer list.
29. This License shall inure to the benefit of and be binding upon TenStep and you, and TenStep's and your successors, trustees, permitted assigns and receivers but shall not inure to the benefit of any other persons.
30. This Product includes Software that is written, developed and owned by a third-party company, and we have been licensed to use it to hold our Content. We are authorized to license the resulting combination of Content and Software to you. The owner of this software 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 the owner in its discretion. You agree that such fixes, upgrades or updates, provided either directly or indirectly to you, 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 TenStep in relation to specific fixes, upgraded or updates. You hold this third party is not liable to you for any special, incidental, indirect or consequential or other damages of any kind.
31. We may assign this Agreement to our successors and assigns. You may assign this Agreement to any company, which directly or indirectly controls you or is controlled by you or is under common control with you, provided that the assignee expressly and in writing assumes all of your obligations hereunder. You may make no other assignment without our written consent.
32. All notices under this Agreement shall be in writing and shall be deemed effective (i) immediately upon personal delivery; (ii) the day after delivery to a reputable overnight courier; or (iii) three (3) days after mailing by certified mail (return receipt requested) with all postage and charges prepaid.
33. This Agreement constitutes the complete agreement of the parties with respect to the Licenses granted hereunder. This Agreement supersedes all prior proposals and understandings, whether oral or written, with respect to such subject matter, and may be modified only be a writing signed by both parties. Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right or provision under this Agreement.