License
END USER LICENCE AGREEMENTTHIS END USER LICENCE AGREEMENT IS MADE BETWEEN YOU AND FONTSMITH LTD (FONTSMITH). PLEASE READ THESE TERMS AND CONDITIONS OF THIS END USER LICENCE AGREEMENT VERY CAREFULLY AS THIS LICENCE CONTAINS IMPORTANT INFORMATION WHICH WILL GOVERN YOUR USE OF THIS SOFTWARE. ANY ORDER YOU SUBMIT IS SUBJECT TO THESE TERMS AND CONDITIONS AND BY USING THIS SOFTWARE AND/OR SUBMITTING AN ORDER, YOU IRREVOCABLY CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE LICENCE TERMS AND CONDITIONS. FONTSMITH ADVISES YOU TO PRINT OUT A COPY OF THESE LICENCE TERMS AND CONDITIONS AND KEEP THE COPY FOR YOUR RECORDS. ONCE PURCHASED, THIS SOFTWARE IS NON-REFUNDABLE AND THESE TERMS AND CONDITIONS ARE BINDING.AGREED TERMS1DefinitionsDerivative Work means binary data based upon or derived from this Font Software (or any portion of this Font Software) in any form in which such binary data may be recast, transformed or adapted including without limitation binary data in any format into which this Font Software may be converted;Font Software means software (including authorised upgrades, updates, copies and modifications, and all related files and documents) which, when used on the appropriate devices (including without limitation appropriate hardware and software and any and all other data, including without limitation documentation supplied with such software), generates finalised typeface designs which are delivered by Fontsmith and shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the font;Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), database rights, design rights, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world;2Grant of Licence and Term2.1In consideration of the correct and complete fee paid by you to Fontsmith for this Font Software, Fontsmith grants you a non-exclusive, non-transferable, personal licence, without the right to grant sub-licences and subject to these terms and conditions, to install and use this Font Software: 2.1.1on up to the maximum number of personal computers; and 2.1.2at up to the maximum number of locations (each with its own physical address),in respect of which you have been authorised by Fontsmith.2.2For the purpose of clause 2.1, personal shall mean that the licence grant is only made to the individual or entity which initially licences this Font Software.2.3You have no right to this Font Software other than as expressly set out in this licence. You acknowledge that all rights (including without limitation any Intellectual Property Rights) not expressly granted to you under this licence shall be reserved by Fontsmith.3Scope of Use of Font Software3.1In relation to scope of use:3.1.1you may not use this Font Software other than as specified in clause 2 without Fontsmith's prior written consent and you acknowledge that additional fees may be payable on any change of use and/or increase or variation of the authorised users or locations approved by you;3.1.2further to clause 10.2, you may make back-up copies of this Font Software as may be necessary for its lawful use. You shall record the number and location(s) of all copies of this Font Software and take steps to prevent unauthorised copying and/or use of this Font Software which is not in accordance with the terms of this licence;3.1.3except as specifically stated in this clause 3, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to this Font Software in whole or in part;3.1.4you may not create any Derivative Works from this Font Software or any portion of this Font Software and you may not tamper with or alter this Font Software for the purpose of adding any functionality which this Font Software did not have when delivered to you by Fontsmith. If this Font Software contains embedding bits that limit the capabilities of this Font Software, you may not change or alter the embedding bits. Subject to clause 5 below, this Font Software may not be used to create or distribute any electronic document in which this Font Software, or any part thereof, is embedded in a format that permits editing, alterations, enhancements, or modifications by the recipient of such document; and3.1.5you may not take a digitised copy of this Font Software, or this Font Software embedded in an electronic document, to a commercial printer or service bureau for use by the printer or service in printing such document unless the printer or service bureau represents to you that it has purchased or been granted a valid and current licence to use that particular Font Software.4Authorised Use Only of Font Software4.1You shall ensure that this Font Software is only used and utilised by the number and type of users and at the number of locations for which you have been authorised. By means of an example if you have obtained and paid for a licence for two (2) to five (5) users across two (2) locations then you shall ensure:4.1.1that a maximum of five (5) copies of this Font Software are available for use and exploitation on separate devices (including without limitation desk top computers, laptops, hard drives, PDAs or any similar device) all located at no more than two (2) locations;4.1.2that such users are all from the same organisation and entity (such as all of your employees);4.1.3that no copies of this Font Software are made available to users from other organisations or entities, unless an additional licence is purchased from Fontsmith accordingly; and4.1.4that if you use a networked system for your devices then only a maximum of five (5) devices shall be capable of using this Font Software via the networked system and that such devices shall be operated and utilised by a maximum of five (5) individuals at a maximum of two (2) locations. 4.2For the purposes of clause 4.1.4 above, you shall ensure that any such network systems are configured in such a manner that only the number and type of users in respect of which you have received authorisation to use this Font Software from Fontsmith may, and are permitted to, access this Font Software in accordance with this licence and at and within your authorised locations.5Permitted Document Formats5.1Further to clause 3.1 above and subject to clause 4, you may electronically distribute or transmit typefaces (or data describing any part of the typefaces) generated by this Font Software and embedded in the following document formats: 5.1.1Portable Document Format files (PDF Files); 5.1.2Cascading Style Sheets [employing the @font-face tag] (CSS Files);5.1.3[Macromedia Flash (or similar) files employing TrueDoc (Flash Files)]; 5.1.4documents employing Web Embedding Font Technology (WEFT Files); and5.1.5any other similar embedded document formats (Other Files),(together Embedded Document Files) PROVIDED that you also comply with the further provisions of clauses 5.2 to 5.5 below.5.2PDF FilesFor the purposes of clause 5.1, all PDF Files must:5.2.1[employ subsetting to minimise (as far as possible) the number of characters of the typefaces embedded]; 5.2.2be read only and/or configured so that they cannot be edited, altered, enhanced or modified in any way or by any person other than an authorised user and in accordance with these terms and conditions.5.3Flash FilesFor the purposes of clause 5.1, all Flash Files must:5.3.1[employ subsetting to minimise (as far as possible) the number of characters of the typefaces embedded]; 5.3.2be static, not dynamic; and5.3.3be Protect from Import enabled.5.4CSS Files, WEFT Files and Other FilesFor the purposes of clause 5.1, all CSS Files, WEFT Files and Other Files must:5.4.1[employ subsetting to minimise (as far as possible) the number of characters of the typefaces embedded];5.4.2be read only and/or configured so that they cannot be edited, altered, enhanced or modified in any way or by any person other than an authorised user and in accordance with these terms and conditions; and5.4.3where relevant, contain typefaces (or data describing any part of the typefaces) generated by this Font Software in static, not dynamic, form.5.5 [For the purposes of these terms and conditions, you may only distribute or transmit Embedded Document Files over a closed network.]6No Assignment or Sub-licencingYou have no right to sub-licence or to assign the benefit or burden of this licence in whole or in part, or to allow this Font Software to become the subject of any charge, lien or encumbrance without Fontsmith's prior written consent (to be determined in Fontsmith's absolute discretion).7Fontsmith's Right of Access and InspectionYou shall permit Fontsmith to inspect and have access to any premises, and to the computer equipment located there and/or operated by you, at or on which this Font Software is being kept or used, and any records kept pursuant to this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that Fontsmith provides reasonable advance notice to you of such inspection, which will take place at reasonable times.8Damaged and Defective Font SoftwareIn relation to any damaged or defective Font Software you shall return such damaged or defective Font Software to Fontsmith within 30 days of the date you purchased this Font Software and Fontsmith shall be entitled to repair or replace such Font Software which for the purpose of this licence shall be a valid and complete remedy. 9Fees9.1You shall pay the fee payable for this licence in full in advance of accessing this Font Software.9.2If you fail to pay any amount payable under this licence, Fontsmith shall be entitled (but not obliged) to charge you interest on the overdue amount, payable by you immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 10% percentage per annum above the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. Fontsmith reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.10Fontsmith's Warranties and Limitations on Fontsmith's Liability10.1Fontsmith does not warrant that this Font Software is free from bugs, viruses or Trojan horses or that it will perform with future operating systems or that the use of this Font Software will be uninterrupted or error free.10.2It is solely your responsibility to make a back-up copy of this Font Software upon delivery, although Fontsmith may in its sole and absolute discretion provide you with a copy of this Font Software upon written request.10.3Subject to clause 10.5. all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose of the use of reasonable skill and care.10.4Subject to clause 10.5, except as expressly stated in this clause 10.4:10.4.1Fontsmith's liability, whether under this licence or any collateral contract, for loss of or damage to your tangible property caused by the negligence of Fontsmith or Fontsmith's officers, employees, contractors or agents, shall not exceed a sum equal to one hundred per cent (100%) of the fee paid to Fontsmith for this Font Software;10.4.2Fontsmith shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you) whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:10.4.2.1loss of profits; 10.4.2.2loss of anticipated savings; 10.4.2.3loss of business opportunity;10.4.2.4loss of goodwill;10.4.2.5loss of data; 10.4.2.6consequential, special or indirect loss or damage; provided that this clause 10.4.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 10.4.1or any other claims for direct financial loss that are not excluded by any of the categories 10.4.2.1 to 10.4.2.6;10.4.3the total of Fontsmith's liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract shall in no circumstances exceed a sum equal to one hundred per cent (100%) of the fee paid to Fontsmith for this Font Software.10.5Fontsmith does not exclude liability for:10.5.1death or personal injury caused by Fontsmith's negligence or the negligence of any of Fontsmith's officers, employees, contractors or agents;10.5.2for fraud or fraudulent misrepresentation; or 10.5.3for any liability which may not be excluded by law.11Your WarrantiesYou warrant that:11.1all details supplied to Fontsmith including without limitation, your name and e-mail address are complete and accurate;11.2that you are authorised to use the e-mail address provided to Fontsmith;11.3you are over sixteen (16) years old; and11.4you have the necessary and appropriate power, authority and ability to enter into and bind you to perform and comply with the obligations in this licence.12Intellectual Property RightsYou acknowledge that all Intellectual Property Rights and any right, title or interest in this Font Software its structure, organisation, code and related files belong to Fontsmith, and you shall have no rights in or to this Font Software other than the right to use this Font Software strictly in accordance with the terms of this licence.13Termination13.1Fontsmith may terminate this licence immediately at any time on written notice to you if you:13.1.1are in material or persistent breach of any of the terms of this licence and either that breach is incapable of remedy, or you fail to remedy that breach within 7 days after receiving written notice from Fontsmith requiring you to remedy that breach; or13.1.2are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), or become insolvent, or are subject to an order or a resolution for your liquidation, administration, winding up or dissolution (otherwise than for purpose of a solvent amalgamation or reconstruction), or have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, or enter into or propose any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction.13.2On termination for any reason:13.2.1all rights granted to you under this licence shall cease;13.2.2you shall cease all activities authorised by this licence;13.2.3you shall immediately pay to Fontsmith any sums due to Fontsmith under this licence;13.2.4you shall immediately destroy or return to Fontsmith (at Fontsmith's option) all copies of this Font Software then in your possession, custody or control and, in the case of destruction, certify to Fontsmith that you have done so; and13.2.5you shall, upon Fontsmith's request, confirm in writing that you have complied with all of the provisions of this clause 13.2.14VariationNo variation of this licence shall be effective unless it is in writing and signed by the both of you and Fontsmith (or on behalf of you or Fontsmith by authorised representatives).15Entire Agreement15.1This licence constitutes the whole agreement between the both of us and supersedes all previous agreements between you and Fontsmith relating to the subject matter of this licence.15.2Both you and Fontsmith acknowledge that, in entering into this licence, Fontsmith has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this licence.16Miscellaneous16.1If the whole or any part of any provision of this licence is determined to be invalid or unenforceable then such provision or part thereof shall be severed from the body of this licence which shall continue to be valid and enforceable to the fullest extent permitted by law.16.2Nothing in this licence is intended to, or shall be deemed to, establish any agency, partnership or joint venture between you and Fontsmith, nor authorise either of you or Fontsmith to make or enter into any commitments for or on behalf of the other.16.3You shall, at Fontsmith's request, do or procure to be done all such further acts and things and execute or procure the execution of all such other documents, as Fontsmith may from time to time require in order to enable Fontsmith to protect, perfect, enforce or enjoy Fontsmith's Intellectual Property Rights.16.4No person who is not a party to this licence shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this licence.16.5This licence shall be binding upon and enure for the benefit of the personal representatives and successors in title and assigns of each of Fontsmith and you.17Governing Law and Jurisdiction17.1This licence and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with the law of England and Wales.17.2Each you and Fontsmith irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out or in connection with this licence or its subject matter.
