Method R Software License Agreement

This Software License Agreement (“Agreement”) is entered by and between you (“Licensee”) and Method R Corporation (“Method R”), a Texas corporation (each a “Party” and together the “Parties”). This Agreement is in consideration of Parties’ mutual agreement to be bound by the mutual covenants and provisions hereof. By accepting this Agreement, you are representing to Method R that you have the corporate authority to enter into and bind Licensee to the following terms and conditions:

  1. License. Method R hereby grants to Licensee a non-exclusive, limited, and revocable license to use the Software as set forth in this Agreement, with the understanding that ownership of the Software itself, and all intellectual property rights associated therewith, remain the sole and exclusive property of Method R. Except to the extent expressly licensed herein, all rights are reserved to Method R and its suppliers. Any breach of this Agreement by Licensee shall entitle Method R to immediately revoke the license granted hereunder without any obligation to repay any license fee or any portion thereof.
  2. License Key. Many of the Software’s features require a valid License Key, which may be purchased for a fee from Method R or one of its authorized resellers. Without a valid License Key, the Software may run only a subset of its advertised features. A License Key is valid for a pre-defined duration. Once a License Key expires, the Software will cease to perform any feature that requires a License Key.
  3. Upgrades and New Features. Licensee is entitled to download and install all new versions of the Software published by Method R. A valid License Key for a given feature set will continue to unlock the same feature set in the upgraded Software for the original duration of the License Key’s validity. However, a Software upgrade may contain new features that require a new License Key. Licensee may purchase such a new License Key for a fee from Method R or one of its authorized resellers.
  4. Responsibilities and Rights of Licensee. Licensee shall be responsible for the actions of its Users of the Software. Licensee shall enforce the terms of this License among its Users, including its employees, consultants, and independent contractors. Except as stated herein, Licensee shall not modify, copy, duplicate, reproduce, distribute, rent, lease, lend, license or sublicense the Software, or transfer or convey the Software or any right in the Software to third parties. Licensee may make copies of the Software for backup or archival purposes. Any breach of this Agreement by Licensee shall entitle Method R to immediately revoke the license granted hereunder without any obligation to repay any license fee or any portion thereof.
  5. Delivery, Fees, Taxes, and Payment. Licensee shall download the Software electronically from Method R. In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Method R or its authorized reseller the sum set forth either in a written agreement or in an online form used to execute the purchase for this Software license. In addition to all other amounts due hereunder, Licensee shall also pay to or reimburse Method R or its authorized reseller, as appropriate, all amounts due for federal, state, or local sales tax or VAT on the Software license, if any. Payment terms shall be enumerated in the invoice. Method R may elect to discontinue a Software License at any time upon notice to Licensee, and refund Licensee any then-unearned pro-rata portion of License Key fees.
  6. Warranty of Title. Method R hereby represents and warrants to Licensee that Method R is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, Licensee’s sole remedy shall be to require Method R to either: (i) procure, at Method R’s expense, the right to use the Software, or (ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or (iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Method R, at Method R’s sole option.
  7. Warranty of Functionality. For a period of thirty (30) days following delivery of the Software to Licensee (the “Warranty Period”), Method R warrants that the Software shall perform in all material respects according to Method R’s specifications for the Software when used with the appropriate computer hardware, software, operating system, and other equipment. In the event of any breach or alleged breach of this warranty, Licensee may completely remove the Software at Licensee’s expense for a full refund of Licensee’s Software fees as Licensee’s sole remedy.
  8. Limitation of Warranty. METHOD R DOES NOT GUARANTEE THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT METHOD R WILL CORRECT ALL PROGRAM ERRORS. METHOD R EXCLUDES AND EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  9. Limitation of Liability. METHOD R SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT PAY FOR, ANY AMOUNT OF INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES, WHETHER BASED ON LOST REVENUE OR OTHERWISE, REGARDLESS OF WHETHER METHOD R WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES IN ADVANCE. IN NO EVENT SHALL METHOD R’S LIABILITY HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES PAID BY LICENSEE, REGARDLESS OF WHETHER LICENSEE’S CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE.
  10. Confidentiality. Each Party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures, or any other confidential financial or business information of the other Party that it learns during the course of its performance of this Agreement, without the prior written consent of the other Party. This obligation shall survive the cancellation or other termination of this Agreement.
  11. Notice. Any notice required by this Agreement or given in connection with it shall be in writing and shall be given to the appropriate Party by personal delivery or by Certified Mail, postage prepaid, or recognized overnight delivery services, using the physical addresses listed herein.
  12. No Waiver. The failure by any Party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
  13. Complete and Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both parties may modify this Agreement.
  14. Assignment. Licensee may assign this Agreement to any Affiliate, or pursuant to any merger, consolidation or other reorganization, without Method R’s consent, upon notice to Method R, upon which assignment Licensee’s own rights hereunder shall cease. Method R may assign this Agreement without Licensee’s prior written consent. An assignee of either Party, if authorized hereunder, shall have all of the rights and obligations of the assigning Party set forth in this Agreement.
  15. Resolution of Disputes. If a dispute, controversy, or claim (“Dispute”) arises out of or relates to this Agreement, or the breach thereof, and if the Dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to any other dispute resolution procedure. All Disputes arising under or relating to this Agreement that cannot be resolved through negotiation or mediation are to be settled by binding arbitration performed in Tarrant County, Texas, or at any other location mutually agreeable to the Parties. Arbitration shall be conducted on a confidential basis, using a single arbitrator, pursuant to the Commercial Arbitration Rules of the AAA. Any such arbitration shall be conducted by an arbitrator experienced in intellectual property matters and shall include a written record of the arbitration hearing. Any decision or award of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. An award of arbitration hereunder may be entered as a judgment in a court of competent jurisdiction. Neither Party shall be entitled to a jury trial nor to seek or recover punitive or exemplary damages.
  16. Severability. If a court of competent jurisdiction holds any term of this Agreement to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
  17. Governing Law. Subject to the arbitration provisions set forth herein, this Agreement shall be construed and enforced in accordance with the laws of the State of Texas and shall be deemed to be wholly performable and enforceable in Fort Worth, Tarrant County, Texas.