FONT SOFTWARE END USER LICENSE AGREEMENT
This Font Software End User License Agreement (hereinafter, the ‘Agreement’ or ‘EULA’) is a binding legal agreement between you and Seb Lester Limited (‘Seb Lester’), its authorised distributors, and any third party that has authorised and licensed to Seb Lester the right to distribute goods or services for use in any media, printed materials, electronic documentation or product, updates, add-ons, web services and any other materials that may be associated with the products, font software and the designs embodied therein (collectively, ‘Font Software’ or ‘Software’). You agree that acceptance of this Agreement shall be interpreted and enforceable by your performance of any of the following acts:
- clicking on the area marked ‘Accept License Agreement’ or similar language;
- accepting the Agreement by other means (for instance, without limitation, by referring to the Agreement in a purchase order, a confirmation email, etc.);
- acquiring Font Software on a CD-ROM, DVD or other storage media, by opening the package in which the Font Software is contained; or
- installation of the Font Software on any device.
If you do not agree to the terms of this Agreement, you cannot access, use or download the Font Software. By accessing, using, downloading or installing any of the Font Software, you hereby agree to the following:
1. Binding Agreement
You agree to be bound by this Agreement and you acknowledge that all use of the Font Software supplied to you by Seb Lester is governed by this Agreement.
2. License Grant
Upon payment, you are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to access and use the Font Software only:
- on five (5) hardware components or devices in which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the display of Font Software or causes the implementation of the Font Software, regardless of the location in which the Font Software resides (‘Workstations’) connected to not more than one (1) printer with a non-volatile memory (for example, a hard drive) (‘Basic License Unit’);
- for your personal or internal business purposes, and by persons that are members of your immediate household, your authorised employees, or your authorised temporary agents (collectively, ‘Personal or Internal Business Use’), which shall not include any distribution whatsoever of the Font Software or any component thereof based upon or derived from Font Software (or any portion of Font Software) in any form in which such binary data may be recast, transformed, modified or adapted, including, but not limited to, binary data in any format into which Font Software may be converted (‘Derivative Works’); and
- subject to all of the terms and conditions of the Agreement.
3. Embedding Font Software and Representations of Typeface and Typographic Designs and Ornaments
You may embed the Font Software only into an electronic document:
- that is not an electronic document or data file created by use of the Font Software and/or which is offered for distribution to the general public (or to some subset of the general public) as a commercial product or other result of your business activity (‘Commercial Product’);
- that is distributed in a secure format that does not permit the extraction of the embedded Font Software; and
- in the case where a recipient of an electronic document is able to use the Font Software for editing, only if the recipient of such document is authorised to access the Font Software on his/her Workstation under your Basic License Unit. You may embed static graphic images into an electronic document, including a Commercial Product, (for example, a ‘gif’), with a representation of a typeface and typographic design or ornament created with the Font Software, provided that such images are not used as a replacement for Font Software, i.e., that the representations do not correspond to individual letter forms (‘glyphs’) of the Font Software and may not be individually addressed by the document to render such designs and ornaments. If you are 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 your client will use copies of the Font Software, your client must also purchase a license suitable for their uses. The license granted herein does not extend to uses by temporary employees, freelancers or independent contractors using the Font Software in professional environments or for other professional uses in excess of the number of authorised users. Specifically, you may not make copies greater than those authorised under this License for temporary use by freelance users, temporary employees or independent contractors.
4. Restrictions to Use
The Font Software may not be installed or used on an internal or external (i.e., internet accessed) server unless all Workstations that can access such server are authorised under your Basic License Unit. If additional Workstations are required outside of those authorised under the Basic License Unit, an expanded license may be purchased (‘Expanded License Unit’).
Use of the Font Software in any of the following circumstances and/or applications, among others without limitation, is NOT permitted without first obtaining the appropriate special licensing:
- alphabet or letterform related products for resale, or letterform creation products or devices;
- embedding in electronic devices; electronic books, all gaming uses and/or devices;
- embedding in software;
- storing, caching, serving or otherwise providing access to the Font Software to third parties via the Internet for use or display on the Internet, irrespective of the format or technology used;
- use in film, flash-type animations, television or broadcast via cable televisions or on the Internet;
- use of ‘Dingbats’ or images in or forming a part of the Font Software used as an element in or part of a logo or trademark or on goods for sale;
- use of any illustrations present in the Font Software on products for sale;
- use as Webfonts.
5. Commercial Printers
You may embed the Font Software in an electronic document solely for print and view and provide such electronic document to a commercial printer for printing only. You may take a copy of the Font Software used for a particular document to a commercial printer provided that the printer represents to you that it has purchased or been granted a license to use that particular Font Software.
6. Alterations to Font Software
You expressly agree that you shall not alter the Font Software for the purpose of adding any functionality, art, glyphs or other elements not present in the original Font Software. If the Font Software contains embedding bits that indicate that the Font Software is only authorised for certain purposes/uses, you may not change or alter the embedding bits. You agree to use the versions of the Font Software provided to you for the licensed purposes. Use of unauthorised versions of the Font Software shall be a material breach of this Agreement.
7. Transfer of the Font Software
You may not rent, lease, sublicense, give, lend, or otherwise distribute the Font Software, or any copy thereof, except as expressly otherwise provided herein. You may transfer all your rights to use the Font Software to another person or legal entity provided that:
- the transferee accepts and agrees to be bound by all the terms and conditions of this Agreement; and
- you destroy all copies of the Font Software, including all copies stored in the memory of a hardware device and/or server.
If you are a business or organization, whether incorporated or subject to other form of organization, you expressly agree that in case of a reasonable doubt with regard to the proper use of the Font Software within your business or organization, upon request from Seb Lester or an authorised representative, you shall within thirty (30) days fully document and certify that use of any and all Font Software at the time of the request is in conformity with your license under this Agreement.
You may make one (1) back-up copy of Font Software for archival purposes only and you agree to retain exclusive custody and control over such copy. Any copies that you are expressly permitted to make pursuant to this Agreement must contain all copyright, trademark, and other proprietary notices that are present in the original Software. Upon termination of the Agreement, you must destroy the original and any and all copies of the Font Software.
9. Intellectual and Industrial Property Rights
Certain products within the Font Software may be owned by third parties. You agree that the Font Software is protected by the copyright law, and other intellectual and industrial property rights of the United Kingdom, the United States; by the copyright law and other intellectual and industrial property rights of other nations; and by international treaties. You further agree to the following:
- not to copy the Font Software, except as expressly provided herein;
- not to adapt, modify, alter, translate, convert, modify or otherwise change the Font Software, or create Derivative Works from the Font Software or any portion thereof;
- not to use the Font Software in connection with software and/or hardware, which as a part of its operation creates Derivative Works of the Font Software;
- not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or instructions of the Font Software, provided, however, that if you are located in a European Community member country or any other country, which provides rights materially similar to the rights set forth in this provision, you may reverse engineer or decompile the Font Software only to the extent that sufficient information is available for the purpose of creating an interoperable software program (but only for such purpose and provided that a copy of such information is provided in a timely manner, free of charge, to Seb Lester upon written request);
- that, except when owned by third parties, Seb Lester owns all right, title and interest in and to the Font Software, its structure, organization, code, and related files and the design embodied therein, including all intellectual and industrial property rights associated therewith such as, but not limited to, copyright, design and trademarks rights;
- that, expect when owned by third parties, the Font Software, its structure, organization, code, and related files are valuable property of Seb Lester and that any intentional or negligent use of the Font Software not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights;
- that the trademark(s) associated with the Font Software must be used according to accepted trademark practice, including identification of the trademark owner’s name;
- that the trademarks(s) associated with the Font Software can only be used to identify the Font Software used in printed output produce by the Font Software;
- that use of any trademark associated with the Font Software does not and shall not be enforced as transferring any rights of ownership, and all use of any trademark shall inure to the sole benefit of Seb Lester, expect when owned by third parties; and
- that you may not change any trademark or trade name designation for the Font Software.
10. Limited Warranty
SEB LESTER LIMITED warrants that the Font Software will perform substantially in accordance with its documentation, for the ninety (90) day period following delivery of the Font Software. To make a warranty claim, you must, within the ninety (90) day period, return the Font Software to the location from which you obtained it, along with a copy of your receipt, or if such Font Software is acquired on-line, you must contact the provider with sufficient information regarding your acquisition of the Font Software so as to enable Seb Lester to verify the existence and date of the transaction. If the Font Software does not perform substantially in accordance with its documentation, the entire, exclusive, and cumulative liability and remedy shall be limited to the refund of the license fee you paid to Seb Lester to obtain delivery of the Font Software.
SEB LESTER LIMITED DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR SEB LESTER LIMITED’S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SEB LESTER LIMITED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE FONT SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE FAIL-SAFE OPERATION MAY BE REQUIRED. THE FONT SOFTWARE MAY NOT BE USED IN MANUFACTURING CONTROL EQUIPMENT OR NAVIGATION DEVICES, OR IN ANY OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE FONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. IN NO EVENT WILL SEB LESTER LIMITED BE LIABLE TO YOU OR ANYONE ELSE FOR ANY:
- CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF SEB LESTER LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
- CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF SEB LESTER LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, any implied warranties not effectively excluded by the Agreement are limited to ninety (90) days. Some jurisdictions do not permit a limitation of implied warranties where the product results in physical injury or death so that such limitations may not apply to you. In those jurisdictions, you agree that Seb Lester’s liability for such physical injury or death shall not exceed the minimum amount under such law, provided that such jurisdictions permit a limitation of such liability. This warranty gives you specific legal rights. You may have other rights that vary from state to state or jurisdiction to jurisdiction. The Font Software is nonreturnable and non-refundable.
Upon failure by you (or any authorised person or member of your immediate household to whom you have given permission to use the Font Software) to comply with the terms of this Agreement, Seb Lester shall be entitled to terminate this Agreement upon notice by regular mail, facsimile or email. The termination of the Agreement shall not preclude Seb Lester from suing you for damages of any breach of the Agreement. The Agreement may only be modified in writing signed by Seb Lester.
12. Terms and Conditions
You have separately agreed to Seb Lester’s standard Terms and Conditions, which include provisions relating to governing law and jurisdiction, export restrictions and government contracts. In the case of a conflict between the Terms and Conditions and this Agreement, this Agreement shall control.
13. Governing Law
If you are in the USA, You agree that this agreement shall be construed under the laws of England and Wales with respect to contracts entered into and wholly performed therein and without respect to its conflict of laws provisions or the conflict of laws provisions of any other jurisdiction and you further agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, for any action or proceeding arising out of or related to these Terms and you hereby waive any defenses arising out of the selection of law, jurisdiction or forum selected for the resolution of any dispute. The United Nations Convention on the International Sale of Goods is specifically excluded from these Terms. If you are a citizen of a European Union country, you agree that any disputes arising under or in connection with these Terms shall be governed by and construed in accordance with the laws of England and Wales, without regarding to applicable conflict of law provisions and you hereby consent to the exclusive jurisdiction of the courts located in UK for the resolution of any disputes arising out of this Agreement and you further waive any defenses arising out of this election of controlling law, jurisdiction and forum. Nothing herein shall be deemed to constitute consent by Seb Lester to the jurisdiction of any court or other forum of any country for the purpose of resolving any dispute hereunder. You expressly agree that the damages from any breach of this Agreement shall be difficult to ascertain and shall cause irreparable harm, and that Seb Lester shall be entitled to seek equitable relief including, but not limited to, temporary restraining orders and preliminary injunctions, each, without the obligation of a bond and without limitation to other rights under law or equity.
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced with a provision that most closely effects the intent of the invalid provision.
15. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, promises, representations and negotiations between the parties.
The captions of the sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.