| License Description: |
Please read this agreement before installing or using the font software described in the Order Summary (collectively Òthe FontsÓ) and owned, licensed, or distributed by XYZ Type LLC (ÒWeÓ, ÒUsÓ or ÒOurÓ). This End-User License Agreement (ÒAgreementÓ) outlines what you as a user (ÒYouÓ or ÒYourÓ) can and cannot do with the Fonts. By installing, copying, or using any portion of the Fonts, You accept and agree to all of the terms and conditions of this Agreement. If You do not agree to all of the terms and conditions of this Agreement, do not complete the installation of the Fonts.
The Fonts are licensed, not sold. Obtaining a license to the Fonts gives You the right to copy, download, install and use the Fonts in accordance with the terms of this Agreement and the order summary included with this Agreement (the ÒOrder SummaryÓ). The Order Summary is incorporated into and made part of this Agreement.
1. GRANT OF LICENSE
This Agreement grants You a perpetual license to use the Fonts (ÒLicenseÓ) as specified in this Agreement and in the Order Summary. This non-transferable License may only be used by You on computers You own and only up to the number of computers specified in the Order Summary. For clarity, this License is personal to You, the entity or individual specified as the licensee in the Order Summary. The License extends to Your employees and contractors, only to the extent they are working under Your direction and control. Under no other circumstances may the licensed Fonts be shared with contractors, affiliates or other individuals outside the entity specified in the Order Summary. This non-exclusive License does not preclude Our right to license the Fonts to other users. A license for additional users or for additional types of use (such as in websites or mobile applications) may be purchased from Us separately.
2. PERMITTED USES & RESTRICTIONS
a. Copying. You may make a reasonable number of backup copies of the Fonts, provided Your backup copies are not installed or used for anything other than archival purposes. You may transmit a digital copy of the Fonts used in a particular document to a commercial printer or service bureau only for the purposes of outputting the particular document, under the terms of this Agreement.
b. Derivative Works & Modifications. Modification to ÒoutlinedÓ vector files (for example, when using the Fonts to create a logo) is permitted. You may not create derivative works based upon the design or intellectual property of the Fonts. ÒDerivative worksÓ includes code or data derived from or based upon the Fonts or any portion of the Fonts, in any form in which such code or data may be transformed, translated or adapted. You may not create new fonts from, modify, or alter the source code of the Fonts.
c. Document Embedding. You may embed the Fonts into electronic documents for use on computers that are licensed to use the Fonts provided that the electronic documents are for personal or internal business use. The Fonts may be embedded into electronic documents (including so-called Òe-booksÓ and other Òe-publicationsÓ) for use on computers that are not licensed to use the Fonts, only if the electronic documents are distributed in a secure format that allows only printing and viewing, and prohibits editing, enhancing or modifying the text (hereafter ÒView and Print UseÓ). If You are unable to limit access to View and Print Use only, then the electronic document may not be used on computers that are not licensed to use the Fonts. Without the purchase of an additional license(s), You may not embed the Fonts into software or devices, except as defined above. For example, except as defined above, the Fonts may not be embedded into Your: hardware, software, or any editable files that may be accessed by unlicensed computers.
d. Web Use. The Fonts may not be used with any web font replacement technologies which provide third-party access to the font files, such as @font-face. A license for web font usage may be purchased from Us separately.
e. Letterform Products. You may not use the Fonts in letterform-related products, including letterform reproduction products and any product, device, or service which owes an essential portion of its value or appeal to the shapes of the letterforms in the Fonts. For example, the Fonts may not be used for: rub-on letters; rubber stamps; stencil alphabet sets; adhesive alphabet letters; print-on-demand products designed interactively by a third party with the fonts; reproductions of individual letterforms for house numbering, signage, or scrapbooking. A license for letterform product usage may be purchased from Us separately.
f. Server Installation. You may install the Fonts on one computer file server within Your internal network for the purpose of using the Fonts through commands, data or instructions from another computer within the same internal network, provided that the number of concurrent users does not exceed the number of computers specified in the Order Summary.
g. Restriction on Transfer. You may not rent, lease, sublicense, or assign any portion of the Fonts. Likewise, You may not authorize any individual or legal entity to copy any portion of the Fonts onto that individual or entityÕs computer.
3. INTELLECTUAL PROPERTY OWNERSHIP
The Fonts and the designs embodied in them are protected by the copyright laws of the United States, other countries and by international treaty provisions. Either XYZ Type LLC or third parties from whom we have obtained a license exclusively owns all copyrights, trademarks and patents associated with and protecting the Fonts and their designs; You gain no ownership of the Fonts under this Agreement.
4. TERMINATION WITH CAUSE
The License will immediately and automatically be terminated with cause if You violate any material term or condition of this Agreement. If the License is terminated with cause, You agree that You are not entitled to a refund and will immediately return or destroy all copies of the Fonts in Your possession. Termination of this Agreement does not preclude Us from seeking all legal or equitable remedies.
5. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
You agree that this Agreement has been entered in and shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles. You consent to the jurisdiction of the state and federal courts in the City and County of St. Louis to enforce the provisions of this Agreement and to resolve any disputes arising out of or related to this Agreement or your use of the Fonts.
In the event that any dispute or claim arises out of this Agreement, You will attempt in good faith to negotiate a resolution of the matter with Us. You agree that if the matter remains unresolved for forty-five (45) days after notification that a dispute exists You will join Us in participating in mediation services in St. Louis, MO with a mutually agreed upon mediator in an attempt to resolve the dispute. The costs of obtaining the services of a mediator will be split equally between You and Us.
6. NO WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
We strive to produce the Fonts to the highest and most up-to-date technical standards. If You experience any difficulties with the Fonts and provide notice to us of those difficulties within 90 days of the purchase date in the Order Summary, We will work with You to resolve any technical issues. If we determine that the problem is a result of a technical failure of the Font software and it is not possible for us to correct the problem within 10 business days after you notify us of the problem, we will refund the purchase price. In the event We refund Your money or You refuse to accept delivery of our Fonts, this License is automatically terminated. We do not provide warranties of merchantability or noninfringement.
We will not be liable for any damages, loss, claims or costs including direct, indirect, special, incidental, consequential, lost profits or other damages based in contract, tort or any other claim for any incident arising out of Your use of the Fonts above the cost of the purchase price. We have no liability with respect to the content of the Fonts or any part of the Fonts, including but not limited to errors, omissions, libel, infringements of rights of publicity, privacy, copyright, or trademark, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
You agree to hold Us harmless from any and all liabilities, actions, losses, damages or claims including all reasonable expenses, costs and attorneysÕ fees arising out of Your use of the Fonts.
7. BUSINESS AND ORGANIZATIONAL USERS
The individual installing, copying or using the Fonts, or any portion of the Fonts, for a business or organization, warrants that they have the authority to legally bind the business or organization. Individuals who do not have the authority to bind the organization or business agree to be personally liable for any breach of this Agreement.
8. GENERAL PROVISIONS
This Agreement is effective on the date You install, copy, or use the Fonts, or any portion thereof.
If any portion of this Agreement is found to be void and unenforceable, it will not affect the validity of the entire Agreement.
The terms and conditions of this Agreement and the Order Summary constitute the entire agreement with respect to the Fonts and will supersede and replace all prior understandings and agreements.
Updates and upgrades to the Fonts are subject to the same terms and conditions as this Agreement unless We provide and require additional or different terms.
We may assign our rights under this Agreement in whole or in part to any subsidiary, affiliated or controlling corporation, to any third party owning or acquiring a substantial portion of our stock or assets, or to any partnership or other venture in which we participate, and such rights may be similarly assigned by any assignee. You do not have the right to assign this Agreement or any of your rights hereunder without our prior written consent. |