Agreement Agreement

License Agreement

NOTICE - READ BEFORE CONTINUING

THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND ThePort Network, Inc. (“ThePort”) THAT GOVERNS YOUR USE OF THE LICENSED PROGRAMS DESCRIBED BELOW. BY CLICKING ON THE “I ACCEPT” BUTTON, INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED PROGRAMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE “I DECLINE” BUTTON AND DO NOT INSTALL OR USE THE LICENSED PROGRAMS.

1. License. ThePort grants to you a non-exclusive, non-transferable, limited license to use: (i) ThePort’s web-based newsreader, blog publishing system and Desktop Alerting system; (ii) services accessible through ThePort or clients or affiliates of ThePort (the “Port Services”); (iii) ThePort’s xml player (the “XML Player”) which runs the desktop alerting components; and (iv) any related documentation (the “Documentation”). The Web-based newsreader, the blog publishing system, XML Player, Port Services, and Documentation are collectively referred to as the “Licensed Programs.” Certain tools and components offered by ThePort are downloadable. You may download and use the Licensed Programs on one computer, and you may make one copy of the Licensed Programs for backup purposes, provided the copy contains all of the original proprietary rights notices and legends.

2. Restrictions. You may not: (i) use, copy, alter, or modify the Licensed Programs (electronically or otherwise) except as expressly permitted in this Agreement; (ii) sell, license, publish, display, distribute, or otherwise make available the Licensed Programs to any third party; (iii) reverse engineer, reverse assemble, reverse compile, or otherwise translate the Licensed Programs; (iv) use any information stored in or processed by the Licensed Programs except as expressly authorized by this Agreement; or (v) remove, obliterate, or alter any proprietary rights notices or legends on the Licensed Programs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized in writing by ThePort.

3. Updates. The Licensed Programs automatically communicate with ThePort’s servers on the Internet to check for updates to the Licensed Programs such as bug fixes, patches, enhanced functions, and new versions (“Updates”). If Updates to the Licensed Programs are available, ThePort may upload these Updates and install them as part of the Licensed Programs. All Updates to the Licensed Programs are governed by this Agreement, unless other license terms are provided with the Updates. ThePort is not responsible for any failure to provide Updates.

4. Ownership Rights. The Licensed Programs are licensed, not sold, to you. ThePort or its licensors have sole and exclusive ownership of all right, title, and interest in and to the Licensed Programs and all Updates (including, without limitation, ownership of all inventions, trademarks, trade secrets, and copyrights pertaining thereto), subject only to the license expressly granted to you in this Agreement.

5. Indemnification. To the maximum extent allowed by law, you agree to hold harmless, indemnify, and defend ThePort, its officers, directors, and employees, from and against any claim, suit or other proceeding brought against ThePort based upon an allegation that you violated another party’s rights by using the Licensed Programs in a way that was not expressly permitted by this Agreement.

6. Disclaimers. THE LICENSED PROGRAMS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE LICENSED PROGRAMS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LICENSED PROGRAMS IS ASSUMED BY YOU. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ThePort FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY (AN UNWRITTEN WARRANTY THAT THE LICENSED PROGRAMS ARE FIT FOR ORDINARY USE), FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ThePort DOES NOT WARRANT THAT THE USE OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ThePort BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) IN ANY WAY RELATED TO THE AGREEMENT OR USE OF THE LICENSED PROGRAMS WHETHER IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR KNOWN BY THE PARTIES. The cumulative liability of ThePort for all claims relating to the Licensed Programs and this Agreement shall not exceed FIVE DOLLARS ($5.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Termination. This Agreement will automatically terminate upon your failure to comply with its terms. In addition, either party may terminate this Agreement at any time. Upon termination, you will immediately discontinue use of the Licensed Programs.

9. Force Majeure. ThePort will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, power outages, acts or omissions of carriers, transmitters, telephone companies, Internet service providers or Internet backbone providers, or attacks such as those by persons known as “hackers.”

10. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its conflicts of laws provisions. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Delay or failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver of other instances. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought. In the event that any of the terms of this Agreement are currently, become in the future, or are declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. Sections 4, 5, 6, 7, and 8 shall survive the expiration or termination of this Agreement.

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ThePort’S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF ThePort RELATING TO THE LICENSED PROGRAMS.