End-User License Agreement
If the ordered goods are digital font software ("Typefaces"), the following license agreement will apply. In accepting the terms of this agreement, you acknowledge understanding and promise to comply with its terms. If you do not accept these terms, please do not complete the purchase transaction.
If you believe your situation or need is not addressed in this agreement, or if you are unsure of any paragraph’s meaning, please ask us at TypeCulture before you make a purchase.
What you are purchasing from TypeCulture is the license to use our Typefaces on a certain number of computers within your organization. As with all purchases from any foundry or purveyor of fonts, you are not purchasing the copyright or title to the design of the Typefaces, but the rights to use the typeface designs and font software.
1. Grant of License. TypeCulture ("TC") grants you a limited, non-exclusive, non-transferable license to install and use its typefaces and font software (the typefaces and font software are hereafter referred to individually and collectively as the "Typefaces") on only the fixed number of computers belonging to an individual or a single company or organization specified on your invoice/receipt. "Computers" are desktop workstations, laptops, PDAs, mobile phones and similar devices, which will render the Typefaces. All computers upon which the Typefaces are used need to belong to one organization or individual. You agree not to duplicate, reproduce, sell, transfer, license, or otherwise distribute the Typefaces in any form, except as provided herein. You agree not to decompile, modify, reformat, translate, reverse-engineer or otherwise discover the source code of the Typefaces, or to embed them in electronic documents which are expressly prohibited below (see paragraphs 4 and 5). You agree not to make, or authorize or commission others to make, any additions, deletions or modifications to the Typefaces without the prior written consent of TC (see paragraph 6). You agree not to alter TC's copyright notices as contained in the Typefaces.
2. Intellectual Property Rights. TC retains full title and ownership of these Typefaces both as artwork and font software, including all subsequent copies of the artwork or software regardless of the format in which they are expressed or the media on which they are recorded. Any updates, revisions, enhancements or additions to the Typefaces supplied by TC under this Agreement shall become part of, and subject to, this Agreement. You acknowledge that TC shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications of, and derivative works based on, the Typefaces, regardless of who made such modifications or derivative works. The names of these Typefaces are trademarks of TC, and as such may only be used in keeping with accepted trademark practice, including identification of the trademark owner's name and only in conjunction with output produced using the Typefaces. You agree that the Typefaces are the sole and exclusive property of TC, including all applicable rights to patents, intellectual property, trademarks and trade secrets inherent therein, and you agree not to challenge TC's rights thereto, or infringe TC's rights therein. You acknowledge that you are not purchasing title to the Typefaces, but are rather being granted a license to use the Typefaces for the purposes set forth above. This Agreement does not grant you any intellectual property rights in the Typefaces.
3. No Transfer of Rights/Distribution. You may not sell, lease, sublicense, or otherwise assign any rights, duties or obligations under this Agreement, in whole or in part, to any person or entity. You may not send the Typefaces to, or share with, subcontractors, freelance designers or any other third party organisation.
4.1. Embedding. "Embedded Documents" are those which contain a copy of the Typefaces, or data describing the shape or outline of any part of the Typefaces. Embedded Document formats include, but are not limited to: Acrobat (or other) files employing the Portable Document Format ("PDF"); Cascading Style Sheets ("CSS") employing the "@font-face" tag; Macromedia Flash (or other) files employing TrueDoc; and documents employing Web Embedding Font Technology ("WEFT"). You may not create Embedded Documents, except as expressly provided in paragraphs 4.2 and 4.3:
4.2. Workflow PDFs. For the sole purpose of providing documents to printers or other outside suppliers for reproduction, TC grants you a limited license to create and circulate Embedded Documents in the PDF format ("Workflow PDFs") subject to the following restrictions: (a) these Workflow PDFs must have "subsetting" enabled, to limit to the greatest extent possible the number of characters of the Typefaces embedded; (b) Workflow PDFs must be configured to be "non-editable," to prevent the alteration, addition, deletion or extraction of any text, by any party other than the licensee; (c) Workflow PDFs must be transmitted individually, on a one-to-one basis, over a closed network. Under no circumstances will this Agreement be construed to entitle you or your agents or assigns to broadcast Workflow PDFs, or any form of Embedded Documents, over public computer networks, including but not limited to publicly accessible pages on the World Wide Web.
4.3 Flash Files. For the sole purpose of creating vector graphics for inclusion on web pages, TC grants you a limited license to create and circulate Embedded Documents in the SWF format ("Flash Files"), subject to the following restrictions: (a) Flash Files must have "subsetting" enabled, to limit to the greatest extent possible the number of characters of the Typefaces embedded; (b) Flash Files must be "static," not "dynamic," as to prevent any party other than the licensee from specifying, selecting, copying, cutting, pasting or modifying the text that is displayed in the Typefaces; (c) Flash Files must be configured to "Protect from Import."
4.4 This license agreement does not grant you the right to embed the Typefaces in e-documents or PDF periodicals published and distributed over public computer networks, or to install the Typefaces on Web Servers. These require additional licenses which are to be negotiated with TC.
5. Non-embedded Digital Formats. In order to publish electronic documents (such as web pages) which employ the Typefaces, you will be permitted to distribute images of the Typefaces in industry-standard digital formats (collectively "Image Files") for the purposes set forth herein, subject to the following restrictions: (a) Image Files must feature fixed images of specific applications of the Typefaces rasterized in a pixel grid; (b) Image Files must not feature scalable or non-scalable outlines of the Typefaces, or permit the extraction or extrapolation of scalable or non-scalable outlines of the Typefaces; (c) Image Files must not permit the alteration of the text by any third party; (d) Image Files must not include more than 50% of the character set of any individual style of the Typefaces; (e) no character featured in Image Files may be greater than 500 pixels in height. Image Files include, but are not limited to: Joint Photographers' Expert Group ("JPEG") files; Graphics Interchange Format ("GIF") files; Portable Network Graphics ("PNG") files; Tagged Image File Format ("TIFF") files; non-vector Picture ("PICT") files; and Bitmap ("BMP") files.
6. Modifications. You may create outline artworks based upon the Typefaces for your personal or business use. However, the use of any font creation or font manipulation software or any attempt to modify the Typefaces for the purposes of creating usable or substitute versions of the Typeface font files is prohibited. Under no circumstances may you modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the Typefaces. Any modifications made to the vector outlines shall be considered derivative works and their use governed by the terms and conditions of this Agreement. You further agree not to commission or authorize any third party to undertake modifications to the Typefaces without prior written consent from TC.
7. Warranty and Liability. EXCEPT AS STATED HEREIN, TYPECULTURE MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TYPECULTURE DOES NOT WARRANT THAT THE OPERATION OF THE TYPEFACES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE TYPEFACES ARE WITHOUT DEFECTS.
UNDER NO CIRCUMSTANCES SHALL TYPECULTURE BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE TYPEFACES EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
8. Breach and Termination. This license is effective until terminated, but TC reserves the right to terminate this license immediately if you fail to comply with any term of this license. Upon any such termination you will destroy the original and any copies of the Typefaces and cease all use of the trademarks. The termination of this Agreement shall automatically, and without any further action by TC, terminate and extinguish this License. TC reserves the right to make routine inspections of the Typefaces, to which end you agree to surrender the Typefaces to TC, by e-mail, immediately upon receipt of written notice.
9. Venue. This license shall be governed by and construed under and in accordance with the laws of the State of Maine, USA, applicable to contracts entered into, and to be fully performed in, that state. This license will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, either express or implied, between the parties with respect to the subject matter hereof. The failure of TC to insist upon strict adherence to any term of this Agreement on any occasion shall not be construed as a waiver and shall not deprive TC of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The headings used herein are for reference only and shall not affect the construction of this Agreement.
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