| License Description: |
1. License
1. Badson Studio hereby grants this end user license (ÒLicenseÓ) to you as Licensee, pursuant to which you have the non-transferable, limited, and non-exclusive right to directly install solely on the maximum number of computers or other electronic devices (ÒCPUsÓ) and to use, reproduce, and display the font software (ÒFont SoftwareÓ), in the production of human-readable text. You are responsible to ensure that all persons who operate your licensed CPUs abide by this License. You are permitted to make and keep one back-up copy of the Font Software.
2. Any number of CPUs up to the licensed maximum may be capable of accessing and operating the Font Software, so long as all such CPUs are owned by you and are being used by you and your direct employees. If the Font Software is hosted on a server, the number of CPUs must be at least the total of server CPUs plus all CPUs that can access the Font Software. If your server is accessible by persons who are not permitted to use the Font Software, you must ensure that only authorized CPUs and users may access the Font Software from the server. If you give away or sell a CPU, you must remove the Font Software from it before doing so.
3. The License permits you to use the Font Software to create digital displays for viewing purposes and printed documents for distribution to unlicensed parties if, and only if, the Font Software is expressed in a static document format that permits only the viewing and printing (and not the editing, altering, enhancing, or modifying) of text in the document, page, or image.
4. You are permitted to provide the Font Software or PDFs or live mechanicals containing the Font Software to unlicensed 2D printing vendors to reproduce jobs specified by you, provided that you ensure that the vendors delete or return the Font Software to you at the conclusion of rendering services. Apart from this exception, if persons or companies not covered by this License wish to manipulate the design or text of documents using the Font Software, they will separately need to obtain a license from Badson Studio for the CPUs they will use to do so.
5. By way of illustration, if you are a designer and use the Font Software to create artwork or text, you may provide it to unlicensed parties (including your client) only in a static raster image format (e.g., a PNG, JPEG, GIF or TIFF), a static vector image format (e.g., a PDF or EPS file created using the ÒCreate OutlinesÓ command in Adobe InDesign or Illustrator), or a secured image format (e.g., a Òprotected,Ó Òsubset embedded,Ó or Ònon-editableÓ Flash SWF file for distribution on the web). If you want to send your client a file that permits the client to edit, alter, enhance or modify the Font Software, your client will need to purchase its own license to use the Font Software. Similarly, if you are a person or company that hires a design studio to create a project for you, you are not permitted to share the Font Software with the design studio except in a static image; otherwise, the designer must separately obtain the Font Software from Badson Studio and will receive its own license.
6. Use of the Font Software is limited to customary personal or internal business purposes, as described in subsections "a" through "e." including self-hosted web and application embedding, as well as embedding the Font Software in any file format for distribution to unlicensed users. This license allows for the use of the Font SoftwareÕs characters as a product or as an integral part of the surface or user interface of any kind of product, in a static format in books, magazines and product packaging and inserts (such as a product carton or a user manual).
7. You are prohibited from converting, porting, decompiling, reverse engineering, disassembling, adapting or modifying, in whole or in part, the Font Software. You agree that any violation of this provision will render you liable for damages calculated on the basis of Badson StudioÕs highest charges for font software development and the license for the use.
8. You are prohibited from distributing, transmitting, leasing, loaning, selling, or sub-licensing, in whole or in part, the Font Software, to any third party, subsidiary, affiliate, assignee, customer, or agent, except as permitted in subsections "a" through "e." You are required to implement reasonable security precautions, protocols, and protective measures to prevent the unauthorized use, distribution, duplication, transmission, or dissemination of the Font Software.
9. If during the period of the License Badson Studio so requests, you will provide within 30 days of the request a complete accounting of the computers (with appropriate identification information, including serial numbers) upon which you have installed the Font Software, certified by an officer of the company. In addition, upon at least 10 days' advance notice, Badson Studio may, either through its own employees or through a third party at Badson StudioÕs discretion, inspect your records and computer equipment to verify compliance with the terms of the License. If the inspection reveals a violation of this License, in addition to Badson StudioÕs other remedies you will be required to reimburse Badson Studio for the costs of conducting the inspection. Your failure to comply with these accounting and inspection provisions is grounds for Badson StudioÕs termination of this License by written notice to you. Badson Studio will treat all information to which it has access in the inspection in confidence except as may be reasonable to enforce the License.
10. This License is subject to termination if you violate any of the terms and conditions stated herein. Badson Studio will give you written notice of the violation, and you shall have 15 days after the date of the notice to cure the violation. (For example, if the violation resulted from poor oversight to ensure respect of the EULA CPU limitation, Badson Studio may require that you expand the License to unlimited users so that this will not require policing in the future.) If the violation is not cured within that period, this License may thereupon be terminated by Badson Studio by written notice to you. No fees shall be refundable to you upon termination. Upon termination of this License, you must destroy the Font Software and all copies thereof, as well as all materials containing the font characters in all forms of media. You must promptly submit a declaration signed by an officer of the company that attests to the destruction of the Font Software and materials in conformance with this License. The termination of the License is without prejudice to Badson StudioÕs entitlement to damages for a violation of the License. For example, if you violate subsection "g," you will be required to pay damages as described in that subsection.
11. All rights not expressly granted by Badson Studio to you are hereby reserved to Badson Studio. Without limiting the generality of the foregoing, Badson Studio retains all right, title, and interest of whatsoever nature (including all intellectual property rights) in the Font Software and in all legally protectable elements and derivative works of the Font Software, regardless of by whom paid for or developed.
12. In consideration of the fact that Badson Studio does not limit this License to a specific term of years and that it is not possible to foresee technological innovations that may materially impact usage of the Font Software (such as, for example, the invention of 3D printing), Badson Studio reserves the right to unilaterally amend the terms of the License in the event that any provisions herein are rendered obsolete or incomplete by new or changed technology, effective as of the date of written notice of the amendment from Badson Studio to you.
13. In the event of multiple license purchases by you for the same Badson Studio font family (i.e., for additional styles and/or additional CPUs), if there are any differences in the terms between or among the EULAs issued in connection with the purchases, the terms in the most recent EULA will be deemed adopted by you and Badson Studio to govern your use of all Font Software supplied to you under all such EULAs.
14. If you use the Font Software in a project for which design credits are published, the credits should include a credit naming the Font Software Òby Badson Studio.Ó
2. Disclaimer
1. The Font Software is provided "as is." Badson Studio disclaims all warranties, express or implied, of merchantability or fitness for a particular purpose or otherwise with respect to the Font Software.
2. Without limiting the generality of the foregoing disclaimer, Badson Studio does not warrant that the Font Software will operate uninterrupted or error-free. If the Font Software at the time of delivery to you is corrupted or delayed during transit or is found to otherwise contain a flaw that can be reproduced by Badson Studio in its review of the Font Software, Badson Studio will provide replacement Font Software for the same font styles. Badson Studio cannot give refunds, and an exchange will only be made in the case of a defect.
3. In no event will Badson Studio be liable to you or any other person or entity for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to the subject matter of this License. Badson StudioÕs total liability for damages, if any, will be limited to the total fees paid by you to Badson Studio hereunder.
4. Some jurisdictions do not allow the exclusions of warranty limitations in connection with purchases by consumers. This disclaimer section will be deemed amended to the extent that you are provided rights by consumer statutes and regulations in those jurisdictions that override any provisions herein.
3. General
1. You are reminded that this License is non-transferable. You may not assign your rights, duties, or obligations under this License to any other person or entity, in whole or in part, without the prior express written consent of Badson Studio. Except as specifically permitted in the License, you are not authorized to copy, share or lend the Font Software. If someone else would like to use the Font Software, including one of your vendors other than a 2D printer for a specific job for you, the appropriate solution is to purchase a license.
2. No waiver of any provision of this License or of any right or remedy hereunder will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No delay in exercising, course of dealing with respect to, or partial exercise of any right or remedy hereunder will constitute a waiver or relinquishment of any other right or remedy, or future exercise thereof.
3. Badson Studio is not obligated to provide upgrades or updates of the Font Software for any reason. If upgrades and updates are offered, they will be the subject of a new license, which may have new terms and/or fees. Your acceptance of an upgrade or update will automatically terminate this License and your right to use the version of the Font Software covered by this License.
4. All notices must be in writing and will be deemed to be delivered when received by electronic mail; by certified mail, postage prepaid, return receipt requested; or by a nationally known overnight mailing service, at the address given above for the party to whom the notice is directed or to such other address of which the sending party has previously received notice given in conformance with this subsection.
5. This License shall be governed by, and construed in accordance with the laws of the State of Colorado, excluding its rules governing conflicts-of-law. Any dispute relating to this Agreement will be decided solely in the courts located in the State of Colorado and the City of Denver, and the parties irrevocably submit to the personal jurisdiction of said courts for that purpose.
6. In the event of your violation of any of the provisions of this License, Badson Studio will be entitled to an award of the reasonable attorneyÕs fees incurred by it to investigate and address the violation and to enforce the License.
7. Your installation of the Font Software constitutes your acceptance of all of the provisions contained in this License, which constitutes the complete and binding agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.
We are very appreciative that you have chosen to purchase a Badson Studio font. Thank you for reading these EULA provisions carefully to be sure you understand the terms and conditions in connection with your purchase. We suggest that you keep a copy of the EULA for future reference, and be sure to contact us if in doubt about any of your rights and obligations under the License. |