1.0 Definitions. For purposes of this Agreement, the following terms have the following meanings:
1.1 “Font(s)” means the font(s) for which Licensee is purchasing a licence, as expressly set forth in the Order Form.
1.2 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.3 “Licence Fees” means the licence fees, including all taxes thereon, paid by Licensee for the licence granted under this Agreement.
1.4 “Licensee” has the meaning set forth in the preamble.
1.5 “Licensor” has the meaning set forth in the preamble.
1.6 “Order Form” means the order form filled out on Licensor’s website (being https://www.typeroyal.com) and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of the licence for the Font(s) granted under this Agreement.
2.0 Licence Grant and Scope.
Subject to and conditional on Licensee’s payment of the Licence Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited licence in perpetuity to use, solely by and through its authorized users, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 3 or elsewhere in this Agreement. This licence grants Licensee the right, exercisable solely by and through Licensee and/or Licensee’s authorized users, to:
2.1 Desktop and Print Use of the Font(s).
(a) Licensee may install and use the licensed Font(s) on a computer or tablet to create images on any surface such as computer screens, logos, paper, photographs, movie credits, printed material, and other surfaces where the image is a fixed size.
(b) Licensee may embed the Font(s) in document formats that allow font embedding, such as PDF, provided the Font(s) must be embedded in such a way that the reader is restricted from changing its embedding permissions, extracting the complete font from the document, and creating or editing content using the Font(s).
(c) Licensee may import characters from the Font(s) as graphical objects into a drawing program and modify such graphical objects.
(d) Licensee may send the Font(s) to a third-party subcontractor, printer, or service bureau that will use the Font(s) on Licensee’s behalf, as long as the total number of simultaneous installations does not exceed the Licensee license limitations. Such third party must agree to the terms of this license, use the Font(s) on Licensee’s behalf and for no other purpose, and delete all copies of the Font(s) in their possession when the work is done. (e) Licensee may install the Font(s) on an internal server, provided Licensee does not exceed the total number of workstations defined in the Order Form.
(f) Licensee may create a copy of the desktop font for backup purposes, provided the backup copy cannot be accessed by anyone other than Licensee.
(g) Licensee may not modify the Font(s) software. Notwithstanding the foregoing, Licensee is allowed to convert the text set in the Font(s) into outlined vectors, and to modify those vectors. Licensee may not modify the Font(s) software. Please contact Licensor if a custom version of the Font(s) is required.
(h) Licensee must contact Licensor to obtain permission and a license extension before using the Font(s) in “alphabet product” where individual letterforms are for sale, or in products where an unlicensed user has access to the alphabet in full or the ability to create customized designs using the Font(s).
(i) The Font(s) may be used to create titles and graphics for broadcast media such as film and television. The total size of the audience, measured in the anticipated number of views of such media on which the Font(s) is used, must be no greater than the anticipated number of views of such media specified in the Order Form.
2.2 Web Use.
(a) The Font(s) may be used on any website owned or controlled by the Licensee under a particular domain name, including sub-domains. The total traffic, measured in page views of websites on which the Font(s) is used, must be no greater than the number of page views per month specified in the Order Form.
(b) The Font(s) may be used in a website, where visitors produce “Styled Content” by directly or indirectly selecting a Font(s) and entering or editing text using that Font(s), subject to the following conditions:
(i) The website may not enable or facilitate the Styled Content being used outside said website.
(ii) Licensee may also use the Font(s) in newsletters using the same method as above. The total number of monthly recipients of such newsletter must be specified in the Order Form. If Licensee uses webfonts both on a website and newsletter, the webfonts must be licensed for the total number of page views and monthly recipients of the newsletter.
2.3 Mobile App Fonts.
(a) Licensee may embed the Font(s)
(i) into an iOS, Android or Windows RT Application,
(ii) on a single application platform, or
(iii) in a secure manner which does not allow an end user to access to the Font(s) software outside of the application.
3.0 Use Restrictions.
3.1 Licensee shall not, and shall require its authorized users not to, directly or indirectly:
(a) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Font(s) or any part thereof;
(b) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Font(s), including any copy thereof;
(c) use the Font(s) for purposes of development of a competing product or service or any other purpose that is to the Licensor’s commercial disadvantage;
(d) use (including make any copies of) the Font(s) beyond the scope of the licence granted under Section 2;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Font(s), or any features or functionality of the Font(s), to any third party for any reason;
(f) use the Font(s) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any Person, or that violates any applicable law, regulation, or rule; or
(g) use of the Font(s) in connection with any hate speech.
3.2 No Implied Rights. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any Intellectual Property Rights or license, nor other right, title, or interest in or to the Font(s).
3.3 The maximum number of simultaneous users is specified in the Order Form. All users must belong to the same company or household purchasing the Font(s).
3.4 Except as may be expressly set forth herein, this license may not be shared, split, sold, lent, or otherwise extended to a third party.
4.0 Responsibility for Use of Font(s) and Accurate Information.
4.1 Licensee is responsible and liable for all uses of the Font(s) through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Font(s) by its authorized users or by any other person to whom Licensee or an authorized user may provide access to or use of the Font(s), whether such access or use is permitted by or in violation of this Agreement.
4.2 Licensee represents that all information provided on the Order Form is true and accurate.
5.0 Intellectual Property Rights.
5.1 The Font(s) and the accompanying materials are copyrighted and contain proprietary information and trade secrets belonging to Licensor. Licensee may be held legally responsible for any infringement of the Licensor’s intellectual property rights that is caused or encouraged by your failure to abide by the terms of this Agreement.
5.2 Licensee acknowledges and agrees that the Font(s) are provided under licence, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Font(s) under this Agreement, or any other rights thereto, other than to use the same in accordance with the licence granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain his entire right, title, and interest in and to the Font(s) and all Intellectual Property Rights arising out of or relating to the Font(s), except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Font(s) (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Font(s) and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
6.0 Payment. All Licence Fees are payable in advance in the manner set forth in the Order Form and are non-refundable.
7.0 Term and Termination.
7.1 This Agreement is effective until terminated. This Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision contained herein.
7.2 Upon expiration or earlier termination of this Agreement, the licence granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Font(s), and all copies of them, in part and in whole, including modified copies. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case.
7.3 The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1, Section 5, Section 7.2, Section 7.3, Section 8, Section 9, and Section 10.
8.0 Limited Warranties
8.1 Solely with respect to the Font(s) for which Licensor receives a Licence Fee, Licensor warrants that, for a period of twenty-one (21) days following the licence date set forth on the Order Form, the Font(s) provided will be free of damage and defects in materials and workmanship under normal use.
8.2 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8, THE FONT(S) ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FONT(S), INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED FONT(S) WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, APPLICATIONS, 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.
9.0 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
9.1 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE FONT(S), THAT IS THE SUBJECT OF THE CLAIM.
9.2 IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE FONT(S). YOU ARE PROVIDED THE FONT(S) UNDER THE FONT(S) LICENCE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE FONT(S) SHALL BE SOLELY TO LICENSEE UNDER THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
10.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time).
10.3 Entire Agreement. This Agreement, together with the Order Form, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
10.4 Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this section 10.4 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without Licensee’s consent. This Agreement is binding upon and enures to the benefit of the parties hereto and their respective permitted successors and assigns.
10.5 Successors and Assigns; No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
10.6 Amendments and Modifications. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.
10.7 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, 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.
10.8 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.