PortlandLabs INC.
Enterprise Software License and Terms of Use

Po Box 14125
Portland, Oregon 97214
Phone: (503) 444-9660

1. Acceptance Of License and Terms of Use

1.1 By accessing or using the Software, Materials or PortlandLabs products supplied to you by PortlandLabs in any way, you (as “Client” hereunder) agreed to be bound by the terms and conditions set forth herein and in any changes thereto that PortlandLabs may publish from time to time, including in any Current License provided at https://www.concrete5.org/help/legal/enterprise-license/ . If you do not agree to all of these terms and conditions, do not use this software, or related material or products. Your continued access or use of PortlandLabs software constitutes your acceptance of changes.

2. Ownership of Intellectual Property Rights and License.

2.1 Ownership and License of Software Code Created and Used by PortlandLabs. With the exception of the necessary PortlandLabs Core Software (subject to its continuing PortlandLabs MIT License provisions) and any Third Party Code referenced below, PortlandLabs owns all right, title, and interest, including all patent, trademark, copyright, and all other intellectual property rights in any software code that PortlandLabs creates or uses in connection with the software provided to you under this License ("PortlandLabs Code"). Subject to the foregoing and your one-time purchase price payment, PortlandLabs grants Client a single, nonexclusive, transferrable, and irrevocable license to use the PortlandLabs Code for your use on a single live website and any non-public staging or development copies without continuing royalty fees. No other software, services, warranty, support, or update obligation by PortlandLabs are included with your software purchase, unless contracted separately with PortlandLabs as its then current fees.

2.2 Subject to PortlandLabs's ownership of the PortlandLabs Code, and subject to the MIT License and Concrete5 Core Software, and any Third Party Code or Third Party Content, Client owns all right, title, and interest, including all patent, trademark, copyright, and all other intellectual property rights, in and to Website Content, whether provided by Client or created by PortlandLabs pursuant to this Agreement and any applicable Statement of Work. For purposes of this Agreement, "Website Content" means all visible text, graphics, animation, audio components of Client's Website.

2.3 PortlandLabs Reference Use. PortlandLabs may retain copies of Client's purchased software or material for reference purposes, and use your information related to this License in furtherance of communicating with or supporting you hereunder and for the purpose of confirming the delivered final work from PortlandLabs. PortlandLabs may use and maintain a factual catalog showing your and selected clients’ Websites or listing any software or material provided by PortlandLabs without endorsement, including a business or brand name and publicly used logo.

3. Default or Modification of License.

3.1 Upon a claim of default for payment or breach of the terms of this License, PortlandLabs and you mutually agree to the following, in addition to any property rights provided by law: PortlandLabs may, at its reasonable discretion send any licensee at its purchase contact address prior notice specifying a change, update, or substitute version of the software with substantially similar function. On the effective notice date, your license to the software transfers then to the updated or modified version and any prior or unmodified software license then terminates and is revoked.

3.2 Force Majeure. PortlandLabs shall not be liable for any delay in performance or inability to perform due to acts or omissions of any civil or military authority, acts of God, acts or omissions of Client, fires, strikes or other labor or public disturbances, equipment failure, capacity limitations in equipment provided by Client, fluctuations or nonavailability of utilities, adequate internet access and service equipment infrastructure, electrical power, heat, light, air conditioning or telecommunications equipment, or any other act, omission or occurrence beyond PortlandLabs's reasonable control.

4. Representations, Indemnity and Damages.

4.1 Client Representations and Responsibilities. Client shall be solely responsible for the creation, renewal, updating, deletion, editorial content, policies, control and all other aspects of any files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects of any third party content or materials, originating or transmitted from any Client's Website, and/or uploaded or routed to, passed through and/or stored on or within Client's Website. Client represents that Client owns all right, title and interest in Client's Website Content identified or provided to PortlandLabs, or possess or shall possess all legally valid rights in the Client Website Content necessary for any use of the Client Website Content on Client's Website. Client shall not transmit or route to the PortlandLabs or otherwise provide to PortlandLabs any content that (a) infringes any copyright, trade secret, or other intellectual property right, (b) contains libelous, defamatory, pornographic or obscene material under any applicable law, or (c) otherwise violates any laws or regulations relating to content or content distribution. In the event Client has actual knowledge that any Client Website Content infringes the intellectual property or other rights of a third party or violates any applicable laws or regulations, Client shall promptly notify PortlandLabs and PortlandLabs shall (i) remove such content from Client's Website and (ii) remove any associated URL/tag from such content from Client's Website.

4.2 Client's Obligation to Indemnify. Provided PortlandLabs complies with the requirements of Section 4.4 below, Client shall defend, indemnify and hold harmless PortlandLabs and its officers, directors, agents, and employees harmless from and against any suit, proceeding, losses, damages, or reasonable costs arising out of any claims against PortlandLabs related to Client's Website or which allege that Client's Website Content infringes any valid patent, copyright, trade secret or other third party intellectual property rights, or that Client misused the work delivered by PortlandLabs.

4.3 Notice of and Defense of Claims. The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party's obligation except to the extent that it is prejudiced thereby, and (b) have the right, at its own expense, to employ separate counsel and participate in the defense thereof. Neither party shall (i) enter into any third-party agreements affecting the rights of the other party, or (ii) bind the other party in any manner to such third party, without the prior written consent of the other party.

4.4 Damages. Each party's aggregate liability on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from this License or from the performance or breach of it, or from any services covered by or furnished under this License or any extension or expansion of it, shall be limited to the amounts paid or payable under the particular software purchase order or agreement with PortlandLabs related to the claims. Services, if any, provided by PortlandLabs at its discretion in any attempt to provide a remedy are amounts paid by PortlandLabs in satisfaction of its liabilities, calculated at the then-current time and materials rates for those services. PortlandLabs’s liability to Client in any way related to this License are limited to be amounts paid to PortlandLabs by Client for the license. Neither party shall be liable to the other for special, incidental, exemplary or consequential damages, including, but not limited to, damages arising from loss of: data, sales, profits or revenue, use of equipment or data; or arising from cost of capital, substitute facilities or services, downtime costs, or claims of third parties for such damages.

5. Other Matters.

5.1 Notice. "Notice" means notice given as described here. Notice will be given to Client’s payment address or to PortlandLabs at its address above. Each party can change its own Notice address and designated Notice recipient, by Notice. Notice shall be effective when actually received by the designated person. If sent certified or registered mail, postage prepaid, return receipt requested, and property addressed, notice is considered effective on the date the return receipt shows the notice was accepted, refused, or returned undeliverable.

5.2 Severability. Each clause of this License is severable. If any clause is ruled void or unenforceable, the balance of the License shall nonetheless remain in effect.

5.3 Non-Waiver. A waiver of one or more breaches of any clause of this License shall not act to waive any other breach, whether of the same or different clauses.

5.4 Governing law, Jurisdiction. This License is governed by the laws of the state of Oregon. Any action brought between the parties may be brought only in the state or federal courts located in Portland, Oregon, and each party consents to jurisdiction in that location. Each party consents to service of process through the method prescribed for notice in this License.

5.5 Attorney Fees and Enforcement Costs. In the event an attorney is consulted in regard to the enforcement of this License, or the responsibilities and obligations of the Client, or any actual or anticipatory breach or default by Client of any term, covenant, condition, responsibility under this License; or in the event a suit or action (including proceedings under any state or U.S. Bankruptcy Code) is instituted against the Client on account of, in connection with this License, or in any appeal of judgment, Client agrees that in addition to the costs and disbursements provided by statute, the undersigned shall reimburse PortlandLabs for any and all expenses incurred in consultations with or use of such attorney and in any action which such attorney may take. Expenses recoverable herein shall include, but not be limited to, consultation and legal fees, court costs, witness fees, costs of filing and serving summons, complaints, notices, demands, negotiations and like communications or documents. In the event PortlandLabs seeks to enforce this License, the non prevailing party in litigation or arbitration shall pay the reasonable attorney fees and court costs of the prevailing party. For purposes of this section, the prevailing party will be the party which prevails affirmatively or defensively on claims having the greatest value or importance as determined by the court or arbitrator.

5.6 Integration. This License is and will be the complete agreement between the parties with respect to the subject matter to which it pertains. It supersedes all prior agreements, written or oral. It may be modified only in writing signed by the original parties hereto, or by their successors or superiors in office.