End-User License Agreement (EULA)
If you have any questions about this EULA, please contact us.
Please read this agreement before installing or using the Fonts described in the Order Invoice (collectively “the Fonts”) and owned, licensed, or distributed by Kerns & Cairns, LLC (“We”, “Us” or “Our”). This Fonts End-User License Agreement (“Agreement”) is an agreement between Us and the party stated in the Order Invoice (“You” or “Your”) and governs what You can and cannot do with the Fonts. By installing, copying, or using any portion of the Fonts, You accept and agree to this Agreement. If You do not agree to all of the terms and conditions of this Agreement, do not use or complete the installation of the Fonts.
The Fonts are licensed, not sold. Obtaining a license to the Fonts gives You the right to use the Fonts in accordance with the terms of this Agreement, the Addendum(s) to this Agreement, and the order invoice You received when You purchased the License (the “Order Invoice”). The Order Invoice is incorporated into and made part of this Agreement.
1. GRANT OF LICENSE
This Agreement grants You a non-exclusive license to use the Fonts after Our receipt of Your payment and as specified in this Agreement and in the Order Invoice. Your license is limited to the uses and specifications identified in the Order Invoice and as stated in this Agreement, including the applicable Addendum(s) (“Permitted Uses”). Any other use requires a separate license from Us. The term is perpetual if not stated in the Order Invoice. The territory is worldwide if not stated in the Order Invoice. This non-exclusive license does not preclude Our right to license the Fonts to other users.
Upon Our receipt of payment for the Order Invoice and subject to the terms of the applicable Addendum(s), We grant You a nonexclusive, royalty free, nonassignable, nonsublicensable, and revocable license to use the Fonts for and subject to the Permitted Uses (“License”), provided that You: (i) shall not transfer, give access to, or distribute any part of any Fonts to any third party without Our prior written consent; (ii) shall not attempt in any way to emulate, mimic, or otherwise create a substitute for any Fonts, including outlining; and (iii) comply with this Agreement. We may revoke this License if you breach this Agreement. The term “Base License” means the License without any applicable Addendum(s).
If You are a business entity purchasing the License for use by Your owners, employees, agents, or other representatives, You shall notify the representatives of the terms of this Agreement and ensure that such representatives abide by this Agreement.
2. PERMITTED USES & RESTRICTIONS
You agree to follow the following terms and restrictions in this section. Please note that some Addendum(s) modify this section and permit certain uses that are not allowed in the Base License.
a. Copying. You may make a reasonable number of backup copies of the Fonts, provided Your backup copies are not installed or used for anything other than archival purposes. You may transmit a digital copy of the Fonts used in a particular document to a commercial printer or service bureau only for the purposes of outputting the particular document, and only if they agree to use the Fonts exclusively for Your work and retain no copies of the Fonts on completion of the work. You are liable for any misuse of Fonts by such third parties.
b. No Derived Versions. Except as otherwise set forth in this Agreement, You agree not to adapt, modify, alter, translate, convert, or otherwise change the Fonts, or to create Derivative Works from the Fonts or any portion thereof or use with software and/or hardware that creates Derivative Works of the Fonts. You may not alter the Fonts for the purpose of adding or amending any functionality. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Fonts. However, 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 term, you may reverse engineer or decompile the Fonts only to the extent that 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 Us upon written request).
c. Commercial Letterform Products. You may not use the Fonts in letterform-related or alphabet products, including letterform reproduction products and any product, device, or service which owes an essential portion of its value or appeal to the shapes of the letterforms in the Fonts. For example, the Fonts may not be used for: rub-on letters; rubber stamps; stencil alphabet sets; adhesive alphabet letters; print-on-demand products designed interactively by a third party with the fonts; reproductions of individual letterforms for house numbering, signage, or scrapbooking. A license for letterform product usage may be purchased from Us separately.
d. Restriction on Transfer. You may not rent, lease, sublicense, or assign any portion of the Fonts except as otherwise expressly stated in this Agreement. Likewise, You may not authorize any individual or legal entity to copy any portion of the Fonts onto that individual or entity’s computer.
e. Security. You shall use commercially reasonable precautions to secure the Fonts and prevent unlicensed third parties from accessing or using the Fonts.
f. Embedding. You shall not use any Fonts to create or distribute any electronic document in which Fonts or any part of Fonts are embedded.
g. Contractors and Vendors. If the License is for a business, the License extends to the employees and agents within Your business specified in the Order Invoice, including Your internal contractors working within Your business, and only to the extent they are working under Your direction and control. You shall not share the Fonts with external contractors, affiliates, vendors, or other third parties outside the business entity specified in the Order Invoice.
3. INTELLECTUAL PROPERTY OWNERSHIP
We retain ownership and all rights in and to the Fonts, and You acknowledge that You have no rights in or to the Fonts outside of the License. The Fonts, including the designs and software embodied in them, are subject to copyright and other intellectual property rights or licenses held by Us. No right, title, or interest in any Fonts, including any associated intellectual property, is transferred to You as a result of this Agreement.
4. TERMINATION WITH CAUSE
We may terminate this Agreement, including your License, immediately if You breach this Agreement. If the Agreement or License is terminated, You agree that You are not entitled to a refund, shall cease all use of the applicable Fonts, and shall immediately return or destroy all copies of the Fonts in Your possession. Termination of this Agreement does not preclude Us from seeking all legal or equitable remedies.
5. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
You agree that this Agreement has been entered in and shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles. You consent to the jurisdiction of the state and federal courts in the City of Boston, MA to enforce the provisions of this Agreement and to resolve any disputes arising out of or related to this Agreement or your use of the Fonts.
In the event that any dispute or claim arises out of this Agreement, You agree to attempt in good faith to negotiate a resolution of the matter with Us for at least 45 calendar days before pursuing any other remedy.
You shall pay Our reasonable outside attorneys’ fees, costs, and expenses incurred in connection with an audit, investigation, or action or proceeding arising from Your actual and material breach of this Agreement.
6. NO WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
We strive to produce the Fonts to the highest and most up-to-date technical standards. If You experience any difficulties with the Fonts and provide notice to Us of those difficulties within 90 days of the purchase date in the Order Invoice, We will work with You to resolve any technicalissues. If We determine that the problem is a result of a technical failure of the Fonts and it is not possible for Us to correct the problem within 10 business days after You notify Us of the problem, We will refund the purchase price. In the event We refund Your money or You refuse to accept delivery of the Fonts, this License is automatically terminated.
We make no warranties, express or implied, and disclaim all implied warranties, including any warranty of merchantability or warranty of fitness for a particular purpose; provided, however, that We represent and warrant that We own full intellectual property rights in the typeface and font software, and guarantee that the typeface and font software does not infringe any rights, including any intellectual property rights, of third parties.
Neither party will be liable for any indirect, special, incidental, or consequential damages, including lost profits, that may arise in connection with this Agreement. Our liability arising out of this Agreement will not exceed the amount You paid for the Fonts giving rise to the liability.
Each party shall indemnify the other party and its owners, agents, and representatives (each an “Indemnified Party”) against any claims, actions, damages, liabilities, losses, or costs, including attorneys’ fees and costs incurred in the settlement or avoidance of any such claim, incurred by or asserted against any Indemnified Party resulting from or arising in connection with any breach or alleged breach by such party of any of its representations, warranties, covenants, or obligations under this Agreement.
7. BUSINESS AND ORGANIZATIONAL USERS; AUDITS
The individual installing, copying or using the Fonts, or any portion of the Fonts, for a business or organization, warrants that they have the authority to legally bind the business or organization.
If You are a business or organization with fifty (50) or more employees, You grant Us the following rights to audit Your use of the Fonts. To ensure that You are following the terms of this Agreement and using the Fonts as allowed, You grant Us the right to audit Your uses of the Fonts during Your normal business hours to confirm that you are complying with the terms of this Agreement. Such audit right shall be exercised reasonably and upon reasonable prior notice to You. You shall provide evidence of compliance as reasonably requested by Us. If the audit reveals any material noncompliance, You shall reimburse Us for reasonable out-of-pocket and documented expenses arising from the audit and pay Us within 15 calendar days for any additional licenses of the Fonts needed for You to be compliant with this Agreement. Such payment will not limit Our other rights or remedies. This section will survive termination of this Agreement for a period of one year.
8. UPDATES
We may update or modify this Agreement at any time to preserve its original intent and the permitted uses of Fonts, and will notify you of any update or modification. For example, We may update any terms that might be impaired or rendered obsolete or incomplete by changing technology or new digital or physical formats. Your use of the Fonts following notification of any update or modification constitutes Your agreement to follow and be bound by the Agreement as updated or modified. The updates or modifications will not be retroactive, and the most current version of the Agreement that You have agreed to will govern.
9. GENERAL PROVISIONS
This Agreement is effective on the date You indicate Your agreement to it or install, copy, or use the Fonts, or any portion thereof, whichever is sooner.
If any portion of this Agreement is found to be void and unenforceable, it will not affect the validity of the entire Agreement.
The terms and conditions of this Agreement, any applicable Addendum(s), and the Order Invoice constitute the entire agreement with respect to the Fonts and will supersede and replace all prior understandings and agreements.
During the term of Your License, We may give You access to future versions of the Fonts. We do not have any obligation to make new versions available, or to continue to make available for access or download any versions of any font. New versions of the Fonts are subject to this Agreement, which may be amended by Us as stated in this Agreement, unless We provide and require additional or different terms.
We may assign Our rights under this Agreement in whole or in part to any subsidiary, affiliated or controlling business, to any third party owning or acquiring a substantial portion of Our ownership or assets, or to any partnership or other venture in which We participate. You do not have the right to assign this Agreement or any of Your rights hereunder without Our prior written consent.
DESKTOP ADDENDUM
This Desktop Addendum is incorporated into the Agreement if You selected and paid for desktop rights in the Order Invoice, and provides additional rights for the License by allowing You to use the Fonts as a desktop font. We grant You under the License the additional rights stated in this addendum. This License may only be used by You on computers You own and only up to the number of users specified in the Order Invoice.
a. User. The License under the Desktop Addendum is restricted to the number of users indicated in Your Order Invoice. Additional users require a new Order Invoice. All users must belong tothe same business or household licensing the Fonts. A user may install the fonts on as many computers and/or devices as they have personal control over. You are responsible for the actions of the users and for ensuring their compliance with this Agreement.
b. Document Embedding. You and Your users may embed the Fonts into electronic documents for use on computers that are controlled by You provided that the electronic documents are for personal or internal business use. The Fonts may be embedded into electronic documents for use on computers that are not controlled by You only if: (i) the electronic documents are distributed in a secure format that allows only printing and viewing, and prohibits editing, enhancing, extracting, or modifying the text; (ii) the electronic documents are not for the purpose of providing the display of text and graphics on e-book or e-reader type devices; and (iii) and are not for sale in any manner. Use for e-book or e-reader type devices requires the purchase of an EPUB embedding license addendum.
c. Font Server Installation. You may install the Fonts on a computer file server for the purpose of using the Fonts through commands, data or instructions from another computer using the same server, provided that: (i) You shall exclusively control access to the server; (ii) You shall prevent access to the server by third parties other than Your users; and (iii) the number of users with access to the served Fonts does not exceed the number of users specified in the Order Invoice.
d. Server-Based Design Software. You may upload the Fonts to server-based design software that restricts the use of the Fonts to Your account. You shall not include the Fonts in a template that is sold or distributed outside of Your organization. Your license must cover the number of Users using the Fonts, including those with access to the server-based design software.
e. Logo Use. You are permitted to use the Fonts to create logos or brand identities.
f. Modifications. Modification to “outlined” vector files (for example, when using the Fonts to create a logo) is permitted.
g. No Software Embedding. Without the purchase of an additional license, You may not embed the Fonts into software or devices. For example, the Fonts may not be embedded into Your: hardware, software, or any editable files that may be accessed by unlicensed parties.