Client Operations Portal Ownership & License Terms

“Project-Specific Deliverables” means source code, user-interface configurations and designs, database structures and configurations, workflow logic, project documentation, administrator documentation, and other deliverables created specifically for the client as part of the approved Client Operations Portal scope.

Project-Specific Deliverables do not include Northbridge Background Technology, third-party materials, open-source software, client-provided materials, or Northbridge internal systems and tools.

Subject to full payment of the applicable amounts due for the relevant delivered work, Northbridge Software LLC assigns to the client all right, title, and interest that Northbridge owns in the Project-Specific Deliverables created specifically for that client, subject to the exclusions and licenses stated below.

“Northbridge Background Technology” means software, source code, libraries, frameworks, templates, modules, utilities, connectors, deployment methods, development tools, processes, techniques, know-how, documentation formats, generic configurations, reusable components, and other materials that:

(a) existed before the client engagement;

(b) were developed independently of the client engagement; or

(c) are general-purpose or reasonably reusable across multiple customers or projects.

Northbridge retains all ownership rights in Northbridge Background Technology.

Northbridge may continue to use, develop, modify, license, and reuse its Background Technology, general skills, methods, concepts, and know-how, provided that Northbridge does not disclose the client's confidential information or client-owned materials in doing so.

To the extent Northbridge Background Technology is incorporated into, delivered with, or reasonably necessary to use, operate, maintain, modify, or host the client's Project-Specific Deliverables, Northbridge grants the client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, run, maintain, modify, and create derivative works from that Background Technology solely as part of, or as reasonably necessary for, the client's use and operation of the Project-Specific Deliverables.

The client may permit its employees, contractors, hosting providers, developers, and other service providers to exercise those rights on the client's behalf for the operation, maintenance, support, modification, or hosting of the Project-Specific Deliverables.

This license does not transfer ownership of Northbridge Background Technology to the client and does not authorize the client to sell or license Northbridge Background Technology as a standalone product separate from the Project-Specific Deliverables.

Third-party software, APIs, services, libraries, open-source components, hosting services, and other third-party materials remain subject to their applicable licenses, terms, and restrictions.

Northbridge does not transfer ownership of third-party materials.

Where third-party or open-source components are included in the Project-Specific Deliverables, the client's rights in those components are governed by the applicable third-party or open-source license.

The client retains ownership of its existing data, trademarks, logos, documents, content, business information, credentials, and other materials supplied to Northbridge.

Nothing in these Ownership and License Terms transfers ownership of Client Materials to Northbridge.

The client grants Northbridge the limited right to use Client Materials as reasonably necessary to perform, deliver, support, and document the agreed project work.

Following completion of the published Client Operations Portal scope and confirmation of all amounts due for that scope, Northbridge will provide the client with the Project-Specific Deliverables included in the approved scope and final handoff, including the project-specific source code and the deployment and administrator materials identified as included in the project.

The handoff does not include Northbridge internal administrative systems, internal development environments, private internal tools, reusable development infrastructure, unrelated repositories, internal credentials, or other Northbridge Background Technology except to the extent expressly delivered or licensed under Section 3.

Third-party accounts, hosting accounts, external subscriptions, API accounts, and vendor services remain subject to their respective ownership and account terms.

If the engagement ends before all six milestones are completed, the client is entitled to receive the Project-Specific Deliverables associated with milestones that have both:

(a) been paid in full; and

(b) been delivered by Northbridge,

to the extent those deliverables are reasonably separable and identified in the applicable milestone delivery record.

Subject to the exclusions in these Terms, ownership of those completed and paid Project-Specific Deliverables transfers to the client.

Incomplete work, unpaid milestone work, internal drafts that were not part of a delivered milestone, Northbridge Background Technology, and third-party materials do not transfer merely because the engagement ends.

If Background Technology is incorporated into a completed and paid Project-Specific Deliverable provided after cancellation, the license in Section 3 applies to that delivered work.

Cancellation does not require the client to pay future unstarted milestones solely to obtain rights in Project-Specific Deliverables already completed, paid, and delivered.

These Ownership and License Terms form part of the accepted purchasing terms for the Client Operations Portal.

A later invoice, payment notice, administrative message, milestone report, or other unilateral communication does not change these ownership or license rights.

Any material change to these rights must be expressly agreed in writing by both Northbridge and the client before the affected payment or delivery.

These Ownership and License Terms apply specifically to the Client Operations Portal and should be read together with the applicable:

- Client Operations Portal product scope;

- Terms of Service;

- Payment & Billing Terms;

- Refunds & Cancellations Policy;

- Service Delivery Policy; and

- Service Fulfillment Policy.

If a separately executed agreement expressly changes ownership or license rights for a specific project, the change must clearly identify the provision being changed and must be agreed in writing by both parties.

Nothing in these Ownership and License Terms transfers rights that Northbridge does not own or has no authority to transfer.