WEBTYPE LLC "WEB FONT SOFTWARE" LICENSE AGREEMENT
This Webtype LLC Web Font Software License Agreement (the "Agreement") becomes a binding contract between you and Webtype LLC ("Webtype") when you click on the area marked "OK" or "I Accept." If you do not wish to be bound by this Agreement, you cannot access, use or download the Web Font Software. Please read this entire Agreement before you agree to be bound by its terms and conditions.
You hereby agree to the following:
1. The Webtype Web Font Software is available by two methods, (i) by purchase of a license, downloading the Web Font Software and serving to the viewers of the Web Sites licensed under this Agreement or (ii) by purchasing a license to use the Web Font Software and having the Web Fonts served by the Webtype Service to the viewers of the Web Sites authorized under this License. By downloading, installing the Webtype Web Font Software and/or using the Webtype Web Font Software service you agree to be bound by this Agreement and you acknowledge that all Use (as defined herein) of the Web Font Software (as defined herein) supplied to you Webtype is governed by this Agreement and that all uses of the Web Font Software inure to the benefit of Webtype and/or the respective owners.
2. For the avoidance of doubt, the term of this Agreement is one (1) year from the date which you licensed the Web Font Software. You have the option of renewing this Agreement annually by paying an additional annual license fee for each year for which you wish to renew the Agreement. Failure to renew and pay the licensing fee will result in the termination of all rights granted under this License without an obligation of notice or opportunity to cure.
3. You acknowledge that all Use (as defined herein) of the Web Font Software (as defined herein) supplied to you by Webtype is and shall be governed by this Agreement.
4. "Application" as used herein shall mean any software program which allows an End-User to create a document or file or to change the selection of Web Font Software or any other font software used in any document or file, including but not limited to server pages, web pages, documents and/or web-based documents. For the avoidance of doubt and for example only, an Application would allow an End-User to change a font used in a document from Arial to Times New Roman.
5. "Webtype" as used herein shall mean collectively Webtype LLC any authorized distributors and its suppliers.
6. "End-User" as used herein shall mean any individual who is allowed to view your web pages on such End-User's workstation, computer, portable computing device such as an ebook, smart phone or tablet type device or other electronic devices (collectively "Devices"), either over an internal network or over the Internet.
7. "Web Font Software" as used herein shall mean font software made available to you by Webtype LLC and/or its authorized distributors of such goods and/or services in the necessary formats, as determined solely by Webtype, for use with Supported Browsers. Web Font Software includes all copies of the Web Font Software used in conjunction with the rendering of web pages, including copies which are temporarily cached on End-User workstations, computers and devices and bitmap renderings of the typeface designs generated on End-User Devices.
8. "Server" as used herein shall mean a computer which hosts your Web Site and which makes services, such as access to data files, information and programs (including your web pages) available to End-Users on an internal network or over the Internet.
9. "Web Site" as used herein shall be the web site identified by you at the time of licensing; For Licensees receiving the delivery of the Webfonts from Webtype or its authorized distributors (i) which includes the Web Font Software, (ii) which does not in any way enable the permanent installation of the Web Font Software by End-Users on any Device, and (iii) which reasonably restricts access to Web Font Software from use in any way by web pages or any document not originating from your Web Site. For Licensees having Web Sites serving the Web Font Software, the following requirements are set forth below:
- Web Site must block requests if the referring domain is not part of allowed domains list,
- Web Site should honor the request and serve the Web Font Software if the domain is part of an allowed domains list,
- Web Site may serve the Web Font Software if the request lacks a referrer header,
- Web Site may use 'Access-Control-Allow-Origin: *' in the HTTP response header to enable Web Font Software to be served to End-Users, and
- Web Sites must add this comment text to their CSS above or below a link to the Web Font Software:
/* This CSS resource incorporates links to font software which is the valuable copyrighted property of Webtype LLC and/or its suppliers. You may not attempt to copy, install, redistribute, convert, modify or reverse engineer this font software. Please contact Webtype with any questions regarding Web Fonts: http://www.webtype.com */
10. "Supported Browsers" as used herein shall mean those browsers which make use of the '@font-face' rule specified in the CSS specification set forth on the www.W3.org website as of the date of this Agreement and which supports the use of either the EOT, WOFF or Webtype's web font specific TrueType font formats.
11. "Services' as used herein shall mean the Webtype Web Font Software hosting service which permits you to incorporate code into your CSS which will result in the Web Font Software being temporarily downloaded by Webtype to End-User workstations, computers or devices in conjunction with the viewing of web pages from your Web Site by utilizing the '@font-face' rule specified in the cascading style sheets specification ("CSS") set forth on the www.W3.org website as of the date of this Agreement. The Services are hosted on Microsoft Corporation's Windows Azure cloud based system which commits to a 99.9% availability. Webtype is not liable for any performance, transmission or availability issues due to factors which are outside of Webtype's control.
12. If you are purchasing a license to use the Webtype Web Font Software hosting service, you are hereby granted a non-exclusive, non-assignable, non-transferable (except as is otherwise expressly permitted herein) license to create and display web pages which utilize the Web Font Software through the Services to render your web pages on End-Users workstations, computers or devices in the manner and using the technologies expressly identified herein. You may NOT use the Web Font Software as part of or in conjunction with any Application. The rights set forth in this Section 12 are granted subject to all of the terms and conditions of the Agreement. You have no rights to the Web Font Software other than as is expressly set forth in this Agreement.
13. If you are purchasing a license to use the Web Font Software by way of installation on your own servers and serving to the viewers of the Web Sites authorized under this Agreement, you are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license for the term to access the Web Font Software (i) to install the Web Font Software on Servers which host your Web Site or which is provided to you via the Webtype Web Type Font Service (ii) to create web pages and web based documents which utilize the Web Font Software when rendered on End-Users' Devices, and (iii) to permit the temporary download of the Font Software to External-Users Devices for use solely with your web pages, utilizing the '@font-face rule' specified in the cascading style sheets specification ("CSS") set forth on the www.W3.org website as of the date of this Agreement. You may NOT use the Web Font Software as part of or in conjunction with any other Application irrespective of the technology used. The rights set forth in this Section 3 are granted subject to your adherence to all of the terms and conditions of the Agreement. You have no rights in and to the Web Font Software other than as expressly set forth in the Agreement.
14. You agree that Webtype and/or its licensors own all right, title and interest in and to the Web Font Software, its structure, organization, code, and related files, including all property rights therein such as copyright, design and trademarks rights. You agree that the Web Font Software, its structure, organization, code, and related files are valuable property of its owner(s) and that any intentional Use of the Web Font Software in any manner not expressly permitted by the Agreement constitutes a theft of valuable property. All rights not expressly granted in the Agreement are expressly reserved to the owner of the Web Font Software.
15. You acknowledge that the Web Font Software is protected by the copyright and other intellectual property law of the United States and its various States, by the copyright and design laws of other nations, and by international treaties. You may not copy the Web Font Software, except as expressly otherwise provided herein and you agree not to copy the design embodied in the Web Font Software under any circumstances. Any copies that you are expressly permitted to make pursuant to the Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Web Font Software. You agree not to adapt, modify, alter, translate, convert, or otherwise change the Web Font Software, or to create any derivative works from Web Font Software, its design or any portion thereof. You further agree not to use Web Font Software in connection with software and/or hardware which creates any derivative works of such Web Font Software. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Web 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 exception, you may reverse engineer or decompile the Web Font Software only to the extent permitted under that law and that is sufficient information is not available for the purpose of creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided by Webtype upon written request). You agree to use the trademarks associated with the Web Font Software according to accepted trademark practice, including identification of the trademark owner's name. Trademarks may only be used to identify printed output produced by the Web Font Software when such credits are shown. The use of any trademark, as authorized herein, does not give you any rights of ownership in that trademark or the Web Font Software and all use of any trademark shall inure to the sole benefit of the trademark owner. You may not change any trademark or trade name designation for the Web Font Software.
16. You agree not to attempt to access or use the Web Font Software, or any copy thereof, except as expressly provided for herein. You may not rent, lease, sublicense, give, lend, redirect, hotlink, deep link or distribute, in any way, the Web Font Software or any copy thereof, except as may be expressly otherwise provided herein. You may transfer your rights to use the Web Font Software to another person or entity provided that (i) the transferee establishes a Web Font Software account on www.webtype.com and accepts and agrees to be bound by all the terms and conditions of this Agreement, and (ii) you destroy all copies of the Web Font Software, including all copies stored in the memory of any computers, servers or Device. You agree that upon request from Webtype or its authorized representatives, you will within thirty (30) days fully document and certify that use of any and all Web Font Software at the time of the request is in conformity with your valid licenses from Webtype.
17. You may make back-up copies of Web Font Software solely as part of any back-up which is made of your Web Site, and you shall retain exclusive custody and control over such copy. Upon termination of the Agreement, you must destroy the original and any and all copies of the Web Font Software.
18. Webtype warrants to you that the Web Font Software will perform substantially in accordance with W3C specifications for the use of fonts in conjunction with the '@font-face rule' specified in the CSS specification set forth on the www.W3.org website as of the date of this Agreement. To make a warranty claim, you must contact Webtype with sufficient information regarding your claim in a timely fashion. If the Web Font Software does not perform substantially in accordance with the specifications, the entire, exclusive, and cumulative liability and remedy shall be limited to the refund of the license fee you paid to Webtype to obtain use of the Web Font Software. WEBTYPE DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE WEB FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR WEBTYPES BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, WEBTYPE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE OF YOUR WEB SITE WHEN USING THE WEB FONT SOFTWARE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE WEBFONT SOFTWARE WAS NOT CREATED OR DESIGNED FOR USE IN CIRCUMSTANCES WHERE THE FAILURE OF THE WEB FONT SOFTWARE OR THE DEVICES DISPLAYING THE WEB FONTS COULD RESULT IN ACCIDENT, INJURY, HARM, DEATH OR ENVIRONMENTAL DAMAGE AND YOU AGREE THAT ANY SUCH USES ARE UNDETAKEN SOLELY AT YOUR OWN RISK. IN NO EVENT WILL WEBTYPE BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF WEBTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF WEBTYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. With respect to non-professional and/or consumer license sales only, some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages or the exclusions of implied warranties or limitations, therefore the above exclusions may not apply to you. To the greatest extent permitted by law in such jurisdictions, 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 Webtype's liability for such physical injury or death shall not exceed the cost of the Licensing fee paid hereunder, 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 Web Font Software is nonreturnable and nonrefundable.
20. The Agreement will be governed by the laws of Illinois applicable to contracts entered into and wholly performed within the state without regard to its conflict of law All disputes related to the Agreement shall be heard in the Circuit Court of Cook County, Illinois, U.S.A. or the U.S. District Court for the Northern District of Illinois, Chicago, Illinois U.S.A. or in the US District Courts in the Eastern or Southern Districts of New York, USA. Both you and Webtype agree to the personal jurisdiction and venue of these courts in any action related to the Agreement; and to waive all defenses based upon the selection of the jurisdiction and forum; and to service of process by Certified Mail, return receipt requested. The Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
21. You agree that this Agreement shall automatically terminate upon your failure to comply with its terms and that the termination of the Agreement shall not preclude Webtype from seeking all legal remedies including injunctive relief without the obligation of bond or other security and suing you for damages of any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of Webtype. You agree that the Web Font Software will not be shipped, transferred, forwarded or be made accessible to or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.
22. You have the rights expressly set forth in the Agreement and no other. All rights in and to the Web Font Software, including unpublished or unregistered rights, are reserved under the intellectual property laws of the United States and other jurisdictions. All rights reserved. Notwithstanding the foregoing, to the extent that any law, statute, treaty, or governmental regulation shall be deemed by a court of competent jurisdiction to provide you with any additional or different rights from those provided herein and such rights shall be deemed non-waiveable as a matter of law and to supersede the rights specifically provided herein, then such law, statute, treaty, or governmental regulation shall be deemed to be made a part of the Agreement. To the extent that any such rights created by any law, statute, treaty or governmental regulation are waiveable, you agree that your acceptance of the Agreement shall constitute an effective and irrevocable waiver of such rights. The Agreement may be enforced by Webtype or by an authorized dealer acting on behalf of Webtype. The terms of this Agreement are contractual in nature.
23. If this product is acquired under the terms of a (i) GSA contract: use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract, (ii) DOD contract: use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013; (iii) Civilian agency contract: use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in the Agreement.
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"Webtype" is a trademark of Webtype LLC and may be registered in certain jurisdictions. All other trademarks are the property of their respective owners.
11 December 2013