Fonts

General Terms & Conditions

These General Terms and Conditions (“General Terms”) constitute a legally binding agreement between you (the “Licensee”) and Tipofili LLC, (together with its successors and assigns, “Licensor”), and are incorporated into and form part of each End User License Agreement for each of the following Font Software license offerings: Desktop, Web, and Mobile App (each, a “EULA”, and together with these General Terms, the “Agreement”).  These General Terms, together with the terms and conditions of the applicable EULA, govern the license and use of the typeface font (the “Fonts”) computer software program(s), together with any related documentation, updates, and permitted copies thereof, selected by Licensee and specified therein (collectively, the “Font Software”).

LICENSEE’S ACCEPTANCE AND USE OF THE FONT SOFTWARE CONSTITUTES ITS AGREEMENT TO BE BOUND BY THE GENERAL TERMS AND THE TERMS AND CONDITIONS OF THE APPLICABLE LICENSE AGREEMENT.

License; Ownership

License. Subject to the terms and conditions hereof, Licensor hereby grants to Licensee a revocable, limited, non-exclusive, royalty-fee, non-transferable (except in accordance with Section 6 below), non-assignable, non-sublicensable right and license to install and use the Font Software solely by Licensee and its employees and contractors in connection with Licensee’s customary internal business purposes or personal purposes and in no event for distribution or resale, either on a standalone basis or incorporated into any file or work (the “License”). Licensee may not use the Font Software in any manner other than as expressly set forth herein. The License is solely for Licensee and Licensee shall not be permitted to sublicense its rights to any affiliates, including any parent, subsidiary, or other entity under common control with, or controlled by Licensee (“Affiliate”). Each Affiliate must enter into its own agreement with Licensor for a separate license to the Font Software.

Reservations of Rights. Licensor reserves and shall retain its entire right, title, and interest in and to the Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the License. All rights not expressly granted are expressly retained by Licensor. Licensee does not acquire any ownership interest in or to the Font Software under the Agreement or any other rights thereto other than to use the Font Software in accordance with the License granted and subject to all terms, conditions, and restrictions, set forth in the Agreement.

Licensed Users; Additional Licenses

If Licensee is a design consultancy, advertising agency, or purchasing this License for use by or on behalf of such an entity, the ultimate end user should also purchase a license appropriate for the intended use of the Font Software. Specifically, if the ultimate client will need copies of the Font Software, the client must also purchase a License. This License for personal use does not extend to uses by temporary employees, freelance or independent contractors using the Font Software in professional environments or for other professional uses. Licensee shall not make copies greater than the License allows for temporary use by freelance users, temporary employees or independent contractors, additional copies outside of those permitted by this License require the purchase of additional licenses. Under such circumstances the employer and/or the ultimate end user are required to purchase a license appropriate for their usage.

Installation

Upgrades. If Licensee exceeds its permitted usage limitations or needs to include additional Applications (as defined in the Mobile App EULA) under its applicable License (e.g., users under Desktop License, monthly web traffic under Web License, or Applications under Mobile App License), then Licensee must contact Licensor to upgrade its license.

Back-up Copies. Licensee may make a reasonable number of copies of the Font Software for back-up purposes only, provided that Licensee retains exclusive custody and control over such copies. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Fonts Software.

License Restrictions

In addition to other prohibited uses described in the applicable EULA (if any), Licensee shall not be permitted to do any of the following:

Copying. Copy the Font Software, except as expressly permitted by the License;

No Hardware Use. Use the Font Software to create and/or embed the Font Software into any hardware, including, without limitation, printers, appliances, kiosks, tablet computers, game consoles, set-top box, smart phones, or graphics for use in any LED or similar electronic display medium (e.g., electronic displays, sports scoreboards, news or message displays, video advertising, web pages, or any graphics management and distribution system);

Modifying or Creating Derivative Works. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Font Software, including, without limitation, by (i) converting the Font Software into another font format or into vector outlines and/or rasterized bitmaps; (ii) translating the Font Software into other platforms (e.g., UNIX); (iii) creating additional characters, accents, symbols, or typeface weights (e.g., italics, extrabold, etc.) from the Font Software or any portion of it; (iv) altering the style of the Font Software to create an altered family (e.g., change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight); (v) extending the language coverage of the Font Software; (vi) changing the name of the Font Software;

Reverse Engineering. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Font Software or any part thereof;

Removing Proprietary Rights Notices. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Font Software, including any copy thereof;

Transferring; Sublicensing; Redistribute. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Font Software, or any features or functionality of the Font Software, to any third party, including, without limitation, any advertising agency, client, printers, or parent, subsidiary, or affiliated company of Licensee, for any reason, including by making the Font Software available on a network where it is capable of being accessed by more than one device at any time; or

Disabling Security Features. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Font Software.

Special License

The following users of the Font Software require that Licensee purchase a special use license from Licensor.

Alphabet/Letterform. Use of the Fonts in the creation of alphabet or letterform products intended for resale, including, but not limited to: house numbers, stamp sets, rub-on letters, adhesive alphabet letters, alphabet punch and die sets or other methods for use in making such products.

Broadcasting. Use of the Fonts in broadcast or cable television, or any other related format for delivery of programming.

Logos. Use of the Fonts in a manner in which it serves as the sole design element or a substantial part of a logo (as determined by Licensor in its sole discretion). For clarity, Fonts used as a secondary supportive element of the logo or brand are permitted.

Editable Use. Use of the Fonts as editable text, such as in templates or use in the creation of customizable designs or products.

License Transfer

Subject to this Section 6 of the General Terms, and so long as Licensee is not in material breach of any term of the Agreement, including its payment obligations, Licensee may transfer its rights to the License hereunder to any third party (“Transferee”), provided that prior to such transfer taking effect Licensee shall deliver written notice to Licensor with Transferee’s legal name (or legal entity name) and contact information, and if Licensor approves such transfer to the Transferee, Licensee then: (a) causes Transferee to accept and agree to be bound by all the terms and conditions of the Agreement in a format approved by Licensor; and (b) destroys all copies of the Font Software on its servers, including all copies stored in the memory of a hardware system. Upon Licensor’s request, Licensee shall certify such destruction of the Font Software.

Updates

Licensor may from time to time in its sole discretion develop and provide updates to the Font Software, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Licensee shall promptly download and install all Updates. All Updates will be deemed part of the Font Software and be subject to all terms and conditions of the Agreement.

Disclaimer of Warranties

THE FONT SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FONT SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE FONT SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

TO THE EXTENT APPLICABLE, LICENSEE HEREBY WAIVES THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR HAVE ANY LIABILITY ARISING FROM OR RELATED TO LICENSEE’S USE OF OR INABILITY TO USE THE FONT SOFTWARE FOR (I) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR (II) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

Licensee shall indemnify, defend, and hold harmless Licensor and its parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and assigns from and against any and all losses, liabilities, damages, settlements, costs, penalties, or expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of or in connection with any claim brought by a third party based on any breach, or allegation, which if true, would constitute a breach, by Licensee of (i) its representations, warranties, covenants, or obligations hereunder, (ii) applicable local, state, federal, or international law or regulation, or (iii) any party’s rights, including, but not limited to, any intellectual property rights. The indemnified parties shall promptly notify Licensee in writing of any such indemnified claim (provided, however, any delay in such notice shall not relieve Licensee of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give Licensee the opportunity to defend or settle such claim at Licensee’s sole cost and expense; provided, however, Licensee shall not settle any such claim without the applicable indemnified parties’ prior written consent, not to be unreasonably withheld, delayed, or conditioned; provided, further, the indemnified parties reserve the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified parties will cooperate with Licensee, at Licensee’s sole cost and expense, in defending or settling such claim.

Export Regulation

The Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly, or indirectly, export, re-export, or release the Font Software to, or make the Font Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Font Software available outside the United States.

Governing Law and Jurisdiction; Disputes

The Agreement is governed by and construed in accordance with the internal law of the State of New York without reference to its principles of conflicts of laws and any dispute or legal claim arising out of or relating to the Agreement or Licensee’s use of the Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and Licensee hereby irrevocably waives all jurisdictional, venue, or inconvenient forum objections to such courts. Licensee agrees that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to the Agreement or Licensee’s use of the Font Software must be filed with a court of competent jurisdiction within one (1) year after such legal claim or cause of action arose or else will be forever barred.

Remedies

In the event of a breach by Licensee of the terms of the License, including, without limitation, the restrictions under the License, Licensor will suffer irreparable harm in for which monetary damages would not be a sufficient remedy, and, as such, if Licensee breaches or threatens to breach any of the obligations set forth therein, Licensor will have the right, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to Licensor at law, in equity, or pursuant to the Agreement. All remedies, whether at law, in equity, or pursuant to the Agreement, will be cumulative.

Assignments

Licensor may assign or otherwise transfer any or all of its rights and/or obligations under the Agreement to any party. Except as expressly permitted under Section 6, Licensee may not assign or transfer Licensee’s rights or obligations under the Agreement to any party without the prior written consent of Licensee, which may be exercised in Licensee’s sole and absolute discretion. Any purported assignment or delegation in violation hereof shall be null and void and constitute a material breach hereof.

Entire Agreement

These General Terms, together with the terms and conditions of the applicable EULA constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written discussions, documents, agreements, and prior course of dealing between the parties with respect to such subject matter.

Severability

If any term, provision, or condition, or any part thereof, of the Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision or condition, and the Agreement shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.

Amendment; Waiver

The Agreement may be amended only with the written consent of the parties and the observance of any provision of the Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Contact

All inquiries may be sent to info@tipofili.com.