Abbr. Foundry Font Software End User License Agreement
1.Object. Abbr. Foundry (“Abbreviated”) hereby grants you (the “Licensee” or “you”), subject to the terms, conditions and limitations under this End-User License Agreement (the “Agreement”), a license (the “License”) to use the Font Software and the Licensed Fonts.
“Font Software” shall mean the software developed and produced by Abbreviated which, when used with the appropriate hardware and software, allows for the generation of the typographic characters (fonts) available on Abbreviated’s website.
“Licensed Fonts” shall mean the typographic characters (fonts) purchased by you as specified in your purchase order (the “Order”).
The License authorizes you to install and use the Font Software on one or several storage medium(s) (the “Licensed Unit”) solely for the use(s) as defined below in Paragraph 2 (“Permitted License Uses”). The Licensed Unit(s) and the Permitted License Use(s) shall be specified by the Licensee when placing the Order.
By downloading and/or installing the Font Software, you hereby confirm that you have read and understand the terms and conditions of this Agreement and that you expressly agree with them without reservation.
- Permitted License Uses.The Font Software may be used for one or several of the specified following purposes, provided that such purpose is defined in the Order:
- as a desktop font, which includes trademarks and merchandise
- as a web font, which includes social media, electronic publications, digital ads, and srteaming/tv/cinema
- as a mobile app font;
- for a special use, including political/electoral campaigns, educational uses, and other uses
- for internal testing purposes
You may not use the Font Software for a purpose not specified in the Order. If you wish to use the Font Software for a purpose not included in your Order, you must secure a separate license and/or a license extension for an additional fee. Abbreviated reserves the right to inspect or monitor your usage of the Font Software.
2.1.Special Use License.If you want to employ the Font Software for a special use or any other uses not included herein, you must contact Abbreviated to arrange an agreement.
Bundled Inclusions. Political/Electoral Campaign and Educational Licenses are included in a Special Use License. Political/Electoral Campaign License. An agreement must first be reached with Abbreviated to use the font in political or electoral campaigns. Educational License. An educational license (the “Educational License”) grants educational institutions the right to install the Font Software on their server and make it accessible to their teachers and students strictly for educational purposes. An agreement must be reached between Abbreviated and the institution regarding the usage details.
3.License Purchase Price. The Licensee shall pay to Abbreviated a non-refundable license purchase price. The applicable purchase prices are set out on Abbreviated’s Website and may not be itemized. Abbreviated reserves its rights to amend the license purchase prices at any time without notice. No refund on the license purchase price will occur if the number of Licensed Units and/or the number of Specified License Uses specified in the Order is eventually reduced or if you decide to discontinue, in whole or in part, the use of the Licensed Fonts.
4.Intellectual Property Rights. The Licensee understands and agrees that the Font Software, and all copies thereof, and the Licensed Fonts are the sole and exclusive property of Abbreviated, and the Font Software’s structure, organization and code are valuable trade secrets of Abbreviated.This Agreement does not grant the Licensee any right to Intellectual Property Rights in of Font Software or in the Licensed Fonts. “Intellectual Property Rights” includes all trademarks, patents, patent applications, non-patented inventions, designs, design applications, non-registered designs, copyrights, trade secrets, know-how and any other intellectual property related to the Font Software and the Licensed Fonts. You shall ensure that any copy that the Licensee is permitted to make pursuant to this Agreement contains all copyright, trademark and any other proprietary notices (the “Notices”) present on the purchased Font Software. You agree not to alter the Notices as contained in the Font Software. You acknowledge that the Font Software and the Licensed Fonts are protected, in particular under the applicable intellectual property laws. You acknowledge and agree that all intellectual property rights relating to software held by Abbreviated (such as the Font Software and any other programming used or developed by Abbreviated, in particular for the sale of typographic characters) are the sole and exclusive property and right of Abbreviated, both during the term of this Agreement and after its expiry. You shall refrain from taking any step that may infringe, impair or otherwise jeopardize Abbreviated’s intellectual property rights relating to such software.
5.Permissions and Restrictions of Use. In addition to the specific permissions and restrictions of use set out in Article 2, you shall at all times comply with the following obligations:
unless authorized under the applicable law, you shall not decompile, adapt, translate, reverse engineer, disassemble, alter, discover or modify in any other manner the source code of the Font Software or its format. You do not have the right to modify or in any way alter the Font Software, the Licensed Fonts and/or the drawings contained in the downloaded files for private use, business use, resale, further distribution or any other purpose whatsoever, including by use of any artificial intelligence or any similar generative or automated system, application, or process; you shall undertake all the necessary steps to prevent unauthorized access to the Font Software or the Licensed Fonts, and to any copies as such. In particular, you hereby undertake not to copy, resell, redistribute, sub-license, or transfer by any technical means the Font Software to third parties. You shall inform your employees and representatives and anyone granted access to the Font Software about the terms and conditions of this Agreement and shall ensure that they comply with those terms and conditions; you shall not use the names of the Font Software, the Licensed Fonts, and/or Abbreviated to identify any products or services that are similar or identical to the Font Software or to the Licensed Fonts; you shall use any artwork derived from the Font Software or the Licensed Fonts (in particular EPS files or other electronic works) according to the terms and conditions of this Agreement; and to reproduce a particular document, you are allowed to send a copy of the Font Software to a printer or service bureau for final output. In the case of such an event, you shall ensure that the printer or the service bureau completely erases any copy of the Font Software upon completion of the work.
6.Representations and Warranties/Indemnification. You represent and warrant that you are a retail customer and do not act as a distributor, reseller, dealer, sub-licensor, original equipment manufacturer (OEM), or wholesale buyer in connection with the Font Software and/or the Licensed Fonts. Licensee hereby agrees to indemnify and save harmless Abbreviated, Abbreviated’s successors, assigns, licensees, representatives and agents from and against any and all claims, demands, causes of action, costs, expenses, losses, damages, judgments and reasonable outside attorneys’ fees arising out of or resulting from (i) any breach by Licensee of herein, and (ii) Licensee’s use of the Licensed Fonts.
7.Licensee’s Liability. In the event of a use of the Font Software or of the Licensed Fonts without a valid or adequate License, the infringer shall pay to Abbreviated a retroactive license for the illegitimate use. The price of the retroactive license shall be calculated based on the applicable license purchase price, plus an additional surcharge of at least 200%. Without prejudice of the foregoing, Abbreviated reserves its right to claim for any damages, loss and costs (including attorneys’s fees and expenses) that Abbreviated may incur or suffer in relation to any breach of this Agreement and to exercise any other rights and remedies, in particular appropriation of profits. In the event that any part of the Font Software or Licensed Fonts are held in any suit or proceeding or in Abbreviated’s opinion is likely to constitute infringement of intellectual property rights of any third party, Abbreviated may at its sole discretion and expense (i) terminate this Agreement and provide you with a refund of any amount paid for such Font Software during the Term, (ii) obtain for you the right to continue using such Font Software, or (iii) modify or replace the Font Software with non-infringing items, while providing substantially similar functionality. Abbreviated’s warranty is strictly limited to the replacement of the Font Software in case it does not perform substantially in accordance with the installation information. To submit a claim, you must notify Abbreviated in writing within fifteen (15) days of purchase. All other rights and remedies are excluded. Except as stated in this Agreement, Abbreviated does not make any other representation or warranty, express or implied, pertaining to the subject matter of this Agreement, merchantability, fitness of the Font Software or the Licensed Fonts for any particular purpose or result you may have intended to obtain by using the Font Software or the use of Abbreviated’s Website. Abbreviated is not responsible and has no obligation to assist you for any installation or utilization problem of the Font Software and the Licensed Fonts on any Licensed Units, computer, software, document, Website or any other platform, or medium, past, present and future, for any IT testing, installation and support and for any metrics or kerning issues. Abbreviated is not responsible and has no obligation to upgrade the Font Software or the Licensed Fonts or to replace the Font Software or the Licensed Fonts with newer versions. Notwithstanding anything to the contrary in this Agreement, save in case of willful intent or gross negligence, Abbreviated shall not be liable for any claims by third parties as well as any damage, loss and cost that you may incur or suffer. In particular, Abbreviated excludes its liability for any consequential, indirect or punitive damages of any kind, lost profits, lost business or opportunities, business interruption or loss of reputation.
8.Termination. Abbreviated shall be entitled to terminate this Agreement without notice at will or upon failure by you to comply with its terms and conditions or in case of bankruptcy, or any similar proceedings, against the Licensee. Upon notification of such termination, you shall return to Abbreviated any material furnished by Abbreviated in relation with the Font Software and erase any copies of the Font Software and the Licensed Fonts. Upon Abbreviated’s request, the Licensee shall confirm in writing that all copies of the Font Software and the Licensed Fonts have been erased.
9.Miscellaneous.
No Partnership—No Implied Rights. This Agreement shall in no event constitute or be construed as creating, expressly or tacitly, a partnership or a joint venture between the parties. In no event shall the Licensee be deemed to be an employee, a representative or an agent, disclosed or undisclosed, of Abbreviated. Severability. In the case that one or several of the provisions of this Agreement should be declared null and void, invalid, or inapplicable for any reason, the other provisions of this Agreement shall remain valid and enforceable to the fullest extent possible. Amendments. This Agreement can be modified at any time without prior notification by Abbreviated. No Waiver. The waiver of a party to this Agreement to enforce its rights further to a breach by the other party of any of its obligations or the failure of a party to enforce any of the provisions of this Agreement or any of the rights in relation thereto shall in no way be considered as a waiver of these provisions or rights, or affect the validity of this Agreement in any way, or be construed as a waiver of any prior or subsequent breach. Assignment. The Licensee cannot, without prior written consent of Abbreviated, either in whole or in part, assign, transfer, or otherwise dispose of this Agreement, nor any right, claim, obligation, or duty under this Agreement. Applicable Law and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York and shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, licensees and assigns.