||Klim Type Foundry Font Software End User Licence Agreement
version 2.0, May 2010
1. This End User Licence Agreement (“Agreement”) is entered into between Klim Type Foundry (“Klim”) and the person to whom the Font Software is made available (“you”). You agree to be bound by the terms of this Agreement by purchasing, accessing, installing or otherwise using the Font Software. If you do not agree to the terms of this Agreement, do not purchase, access, install or otherwise use the Font Software. “Font Software” means the digital typeface software made available to you by Klim, the font design embedded within the Font Software, any artwork, typeface, bitmaps or similar graphics created by the Font Software, any media, printed materials, electronic documentation, updates, upgrades, add-on components, or any other material that may be associated with the Font Software now or in the future.
2. Subject to you complying with all of the terms of this Agreement, and upon payment in full of the licence fee(s), Klim agrees to grant you a revocable, non-exclusive, non-transferable licence to install and use the Font Software for your Personal or Internal Business Use and in accordance with this Agreement. “Personal or Internal Business Use” means use of the Font Software for your personal or internal business purposes and, unless otherwise specified in this Agreement, does not include the commercial distribution or use of the Font Software, or use of the Font Software in any commercial Products (in each case, “commercial” includes distribution or use for value or otherwise).
For the purposes of this Agreement, “Products” are any goods whatsoever where a material portion of the value or appeal of those goods may be attributed to the Font Software, including its artistic or graphical merit, such as a set of house numbers or alphabetic stamps, rather than the literary content or other characteristic of the goods, such as with a magazine or book cover.
If your proposed use of the Font Software is not explicitly allowed under this Agreement or you are unsure whether your use of the Font Software is permitted under this Agreement, please contact Klim. Your failure to contact Klim for approval of the use, or the lack of a specific prohibition on use in this Agreement, will not be interpreted or deemed a waiver or permissible use of any kind.
3. The licence granted to you under this Agreement includes use of the Font Software by members of your immediate household (in the case of Personal Use) and your employees, officers, directors and agents (in the case of Internal Business Use) (together, the “Authorised Persons”). You must procure that the Authorised Persons agree to, and abide by, the terms of this Agreement. Where you are a design or similar agency, or are purchasing this licence on behalf of another entity, you must draw the ultimate end user’s attention to the existence of, and possible need for, this licence.
4. Use of the Font Software with Cufón, @font-face or any other web embedding or web font replacement technologies (“Font Replacement Technologies”) is not permitted.
5. The licence granted under this Agreement permits you to install and use the Font Software on the number of computers specified in your invoice for the purchase of the Font Software. You may purchase additional licences at any time, which will grant you rights to use the Font Software on additional computers.
6. You must not, and you must procure that the Authorised Persons do not, at any time: (a) sell, licence, sub-licence, assign, rent, lend or transfer the Font Software or the right to use the Font Software to any third party; (b) copy, translate, adapt, modify, alter, decompile, disassemble or otherwise reverse engineer (save only to the extent that such reverse engineering is allowed at law) or create any derivative work of the Font Software in whole or in part, or allow any other person to do so; (c) use the Font Software in any manner that breaches this Agreement or any applicable law or regulatory requirement (including export laws) in any place of use; (d) use the Font Software to create or distribute any electronic document, graphic or other matter in which the Font Software, or any part thereof, is embedded in a manner or format that permits editing, alterations, enhancements, modifications, or extraction of such Font Software.
Notwithstanding the above, you may: (a) make one (1) copy of the Font Software for back-up purposes only, provided you do not lend, rent, sell or otherwise transmit the copy to any third party; and (b) make modifications to the Font Software provided that you obtain Klim’s prior written consent, comply with any conditions imposed by Klim relating to the modifications, agree that such modifications will become the exclusive property of Klim and that you will not sell, lend or otherwise transmit such modifications to any third party.
7. If absolutely necessary, a copy of the Font Software embedded in an electronic document may be sent to a commercial printer or service bureau for use by the printer or service bureau for preparing the document, provided that the printer or service bureau agrees to destroy any and all copies of the Font Software upon completion of its work. Notwithstanding the foregoing, you shall ensure that wherever possible such transmission of the Font Software is by way of a “print/preview” PDF document.
8. You agree that Klim owns all rights, including (without limitation) intellectual property rights, and title in and to the Font Software. You agree that trade marks (whether registered or unregistered) associated with the Font Software are the exclusive property of Klim. You must not modify such trade marks in any way without the prior written consent of KIim. You must maintain all proprietary notices on the Font Software and any copy of the Font Software.
9. The Font Software is provided “as is” and without any warranty or representation of any kind, except as may be required by law. Klim, to the fullest extent permitted by law, specifically disclaims any and all warranties, representations or conditions, express, implied, statutory or otherwise, including (without limitation) any implied warranty or condition of merchanbility, non-infringement or fitness for a particular purpose, or that the use of the Font Software will comply with the applicable laws and relevant regulatory requirements in any place of use. Klim does not warrant that the use of the Font Software will be uninterrupted or error-free, that the Font Software will be defect-free, or that any defect will be correctable.
10. In no circumstances will Klim be liable for any indirect, incidental, consequential, special or exemplary damages (including, but not limited to, damages for loss of profits, savings or information, or business interruption) under any cause of action arising out of the use of, or the inability to use, the Font Software, irrespective of whether Klim has been advised of the possibility of such damage. You agree that Klim’s maximum liability in respect of any damages, costs, expenses or any other claims whatsoever arising out of or in connection with this Agreement, whether in contract, tort or otherwise, will be limited, at Klim’s sole discretion, to the replacement of Font Software or refund of the licence fee(s) paid by you for the Font Software.
11. You must indemnify and hold harmless Klim, and its officers, directors, employees and agents, against any and all costs, expenses, liabilities, injuries, losses, damages, claims, demands and judgments that Klim incurs as a consequence of your breach of this Agreement. This obligation survives termination of this Agreement.
12. Without liability to you, this Agreement automatically terminates if: (a) you, or any Authorised Person, commits a breach of this Agreement; or (b) you become bankrupt or are put into liquidation, or have a receiver or statutory manager appointed over any of your assets, or become insolvent or cease to carry on your business, or make any composition or arrangement with your creditors
Upon termination of this Agreement, all rights granted to you under this Agreement will terminate, and you must immediately deliver to Klim all copies of the Font Software in whatever form possessed by you or under your control or in the possession or control of any Authorised Person.
13. You may assign or transfer all of your rights and obligations under this Agreement to any person, provided that you obtain Klim’s prior written consent and the transferee accepts and agrees to be bound by all the terms of this Agreement.
14. This Agreement embodies the entire understanding between Klim and you, and supersedes all prior arrangements or understandings. 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. Klim reserves the right to amend or modify this Agreement at any time and without prior notification.
15. You agree that this Agreement will be governed by, and construed in accordance with, the laws of the New Zealand, and that you submit to the exclusive jurisdiction of the New Zealand courts.
16. All inquiries may be sent via e-mail to email@example.com. The Klim Type Foundry website is located at www.klim.co.nz.