End-User Software License for PGI(r) Software

NOTICE: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE. THIS END-USER LICENSE AGREEMENT ("ELA") IS A LEGAL AGREEMENT BETWEEN YOU, THE LICENSEE ( A SINGLE PERSON, INSTITUTION, OR LEGAL ENTITY), AND THE PORTLAND GROUP, INC. ("PGI") FOR THE SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIAL, ELECTRONIC DOCUMENTATION OR ANY PORTION THEREOF. BY INSTALLING AND USING THE SOFTWARE ACCOMPANYING THIS ELA, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS ELA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS ELA, DO NOT OPEN THE PACKAGE OR, IF THE PACKAGE IS OPENED, DO NOT USE THE SOFTWARE. PROMPTLY RETURN THE SOFTWARE TO THE PORTLAND GROUP, INC. AT THE ADDRESS NOTED BELOW AND DESTROY ANY COPIES OF THE SOFTWARE.

Ownership. The Software distributed and licensed to you as the licensee ("You") hereunder, including, if and when provided, any updates furnished to You for free or for additional fees is proprietary to PGI or its licensor (PGI and licensors hereafter referred to as "Licensor"). Licensor retains title to and ownership of the Software, including the copy provided herein, and reserves all rights not expressly granted in this Agreement. You assume responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software.

Granting of License. Under the terms and conditions of this ELA, You are hereby granted a limited, revocable, nontransferable and nonexclusive license, without the right to sublicense, to use the Software subject to the restrictions and other terms within. That use must be (i) only by You, (ii) only for the target hardware for which the Software is purchased, (iii) only on the network(s) and only by the number of users for which the corresponding fee has been paid and specifically, (iv) only to target no more than the maximum number of CPUs, or the maximum number of processes, for which the corresponding fee has been paid. Any other use of the Software is strictly prohibited.

Restrictions. You may make one (1) copy of the Software in machine-readable form, solely for archival or backup purposes, provided the copyright notice and other proprietary legends on the Software are included on any archival/backup copies made. You may not modify, adapt, translate, reverse engineer, de-compile, disassemble, or create derivative works in whole or in part based on the Software. You may not rent, lease, loan, or electronically transfer the Software to others or from one computer to another over a network.

The term "proprietary" as used in this agreement does not establish a confidential relationship between the Licensor and You. You will respect all intellectual property rights, copyrights, and patents that the Licensor has in the Software. You agree that normal usage of the Software as a software development system by You will not violate Licensor's proprietary rights.

IF YOU OTHERWISE TRANSFER POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM TO ANOTHER PARTY, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

Limited Warranty.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PGI AND ITS LICENSORS AND SUPPLIERS FURTHER DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PGI OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS ELA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PGI OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT PGI MAY BE HELD LEGALLY LIABLE TO YOU BY A COURT OF COMPETENT JURISDICTION UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, THE MAXIMUM LIABILITY OF PGI SHALL NOT EXCEED THE APPLICABLE PURCHASE PRICE OF THE SOFTWARE OR $1000, WHICHEVER IS GREATER. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Software Export. Neither the computer Software, technical data, nor the direct products thereof are intended to be shipped, either directly or indirectly, to Country Groups D:1, E:2, Q, S, W, Y, or Z, or Afghanistan or the Peoples Republic of China, or otherwise in breach of the U.S. Export Licensing Regulations, except as specifically allowed by the applicable U.S. Export Licensing Regulations. You agree to abide by all U.S. Export Licensing Regulations while this license is in effect and after this license is terminated.

Software Manual. The manual provided with the Software is copyrighted and may not be copied, photographed, reproduced, translated or reduced to any electronic medium or machine-readable form in whole or in part.

Government Use. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government licensees and end users acquire the Software with only those rights set forth herein.

Termination. The license is effective until terminated. You may terminate it at any time by returning and/or destroying the Software together with all copies. This license will also terminate immediately without notice from Licensor if You fail to comply with any provision of this Agreement. You must return the original Software and any copies, including any updates, upon termination of this Agreement.

Controlling Law and Complete Agreement. This Agreement shall be construed and interpreted under the laws of the state of Oregon and the United States, not including the conflict of laws principles. If any provision of this Agreement, or portion thereof, is found to be unenforceable, that provision shall be enforced to the maximum extent possible and the remainder of this Agreement shall continue in full force and effect. This is the entire agreement between You and Licensor with respect to the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and may only be modified in writing executed by the parties.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PRIOR AGREEMENT, ORAL OR WRITTEN, ANY PROPOSAL AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

The Portland Group, Inc. 9150 SW Pioneer Ct., Ste H. Wilsonville, OR. USA 97070