Test Font EULA
This Test Font End User License Agreement (this “Test Font EULA”) constitutes a legally binding agreement between you (the “Licensee”) and Tipofili LLC (together with its successors and assigns, “Licensor”). This Test Font EULA, together with the General Terms (the “Agreement”), governs the License and Licensee’s 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”) downloaded from Licensor’s website located at www.tipofili.com. Licensee and Licensor may be referred to together herein as the “Parties,” and each, a “Party.”
LICENSEE’S DOWNLOAD, ACCEPTANCE AND USE OF THE FONT SOFTWARE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. LICENSE; ADDITIONAL LICENSES; PERMITTED USES.
a. License Grant. Subject to the terms and conditions hereof, Licensor hereby grants to Licensee, a revocable, non-transferable, non-assignable, non-sublicensable right and license to install and use, the Font Software solely by Licensee on three devices, in connection with your customary internal business purposes of clarity, this License is for individual users and in no event for distribution or resale, either on a standalone basis or incorporated into any file or work (the “License”). For the avoidance of doubt, Licensee (or its employees or contractors) uses the Font Software when an individual gives commands, whether by keyboard or otherwise, through any desktop application or program that contains a font menu (e.g., Microsoft Office suite or Adobe InDesign, Illustrator, or Photoshop, etc.). You may not use the Font Software in any manner other than as expressly set forth herein. You do not acquire any ownership interest in or to the Font Software under this 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 this Agreement. 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.
b. License Period; Termination. Notwithstanding the foregoing, (i) Licensor may terminate this Agreement at any time, for any reason, upon written notice to You and (ii) this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions hereof. Upon the earlier expiration or termination of this Agreement, all rights granted to You hereunder will terminate and You must immediately cease all use of the Font Software and delete all copies of the Font Software from your systems. All provisions hereof which by their nature should survive expiration or termination of this Agreement shall continue in full force and effect upon the occurrence thereof.
2. License Fee
The License shall be free to You.
3. Limited Embedding Rights
Solely in connection with the uses permitted by the License, You may embed the Font Software into electronic documents or data files which are not published, disseminated, or otherwise made available to the general public or any party outside of your organization (each, an “External Electronic File”), regardless of any monetary payment or receipt of other consideration therefor. All other embedding of the Font Software is strictly prohibited.
4. License Restrictions
In addition to other prohibited uses described in this Agreement, You shall not be permitted to do any of the following:
a. Copying. Copy the Font Software, except as expressly permitted by the License;
b. 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;
c. 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;
d. 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;
e. Transferring/Sublicensing. 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 You, 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;
f. 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;
g. Using as Web Fonts. Use the Font Software as a web fonts, convert the Font Software into web font formats (e.g., Cufon, WOFF, WOFF2, EOT, SVG, TTF, etc.), or create and/or embed the Font Software into web pages; or
h. Using in Certain Other Media. Use the Font Software to create and/or embed the Font Software (or vector and rasterized representations of the Font Software) into (i) video files (e.g., Flash or HTML5); (ii) any form of digital publishing document files (e.g., in EPUB or similar formats); (iii) printed matter for commercial business use (e.g. books, magazines, etc.); (iv) commercial or non-commercial broadcasts, including, without limitation, movies, television, news, commercials, or other programming, whether in broadcast graphics, trailers, commercials, title cards, credits, or otherwise; (v) into External Electronic Files; (vi) desktop or mobile application software; (vii) 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); or (viii) a logo or design mark.
i. Audit. Licensor reserves the right to inspect or monitor your usage, and if Licensor has good faith reasons to believe that you are exceeding your permitted usage, Licensor may request that You provide a certified report of your usage to Licensor within five (5) business days of your receipt of such notice from Licensor.
5. Intellectual Property
You agree and acknowledge that you do not acquire any ownership interest in or to the Font Software under this Agreement or any other rights thereto other than to use the Font Software in accordance with the License, subject to all terms, conditions, and restrictions, set forth in this Agreement. The applicable font designer 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 the designer of the Font Software.
6. 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. You shall promptly download and install all Updates made available by Licensor. All Updates will be deemed part of the Font Software and be subject to all terms and conditions of this Agreement.
7. Disclaimer of Warranties; Limitations of Liability; Indemnification
a. Disclaimer of Warranties. THE FONT SOFTWARE IS PROVIDED TO YOU “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 YOUR 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, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH STATES: “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.”
b. Limitation of Liability.
i. Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THE AGREEMENT EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
ii. Exceptions. THE LIMITATIONS SET FORTH IN SECTION i ABOVE SHALL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, OR (B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
c. 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.
8. Miscellaneous
a. Export Regulation. To the extent the Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you 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, and you 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.
b. Governing Law; Disputes. The Agreement and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and any dispute or legal claim arising out of or relating to this Agreement or your use of the Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to this Agreement or your 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. The Convention for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”) and any State legislation adaptation of UCITA, shall not apply to any transactions under the Agreement.
c. 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.
d. Assignment. 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 hereunder, 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.
e. Entire Agreement. This Agreement and the information provided to you upon accessing the Font Software constitutes the entire agreement between the Parties 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 thereto.
f. Severability. If any term, provision, or condition, or any part thereof, of this 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 this Agreement shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.
g. Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this 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 this 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.