FontGear End User License Agreement
FontGear Software License Agreement
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE PROVISIONS ON: TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; LIABILITY IN SECTION 8; CONNECTIVITY AND PRIVACY IN SECTION 14; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 16. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
THE SOFTWARE MAY CAUSE YOUR COMPUTER TO AUTOMATICALLY CONNECT TO THE INTERNET. SEE SECTIONS 14 AND 16 FOR ADDITIONAL INFORMATION.
THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. THIS TECHNOLOGY MAY CAUSE YOUR COMPUTER TO AUTOMATICALLY CONNECT TO THE INTERNET AS DESCRIBED IN SECTION 14. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL NUMBER TO FONTGEAR AND IN DOING SO MAY PREVENT USES OF THE SOFTWARE THAT ARE NOT PERMITTED.
"FontGear" means FontGear Incorporated, a North Carolina corporation, 8124 Grahamson Ln., Charlotte NC 28269, USA
"Computer" means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
"Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
"Output File" means an output file you create with the Software.
"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by FontGear.
"Software" means (a) all of the information with which this agreement is provided, including but not limited to (i) FontGear or third party software files and other computer information; (ii) related explanatory written materials and files ("Documentation"); and (iii) fonts; and (b) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by FontGear at any time, to the extent not provided under a separate agreement (collectively, "Updates").
2. Software License.
If you obtained the Software and any required serial number(s) from FontGear or one of its authorized licensees and as long as you comply with the terms of this agreement, FontGear grants you a non-exclusive license to install and use the Software in a manner consistent with its design and Documentation and as further set forth below.
2.1 General Use. You may install and use one copy of the Software on up to the Permitted Number of your compatible Computers as long as, when required by the Software, you present a valid serial number for each copy; and
2.2 Distribution from Server. You may copy an image of the Software onto file server(s) within your Internal Network for the purpose of downloading and installing the Software onto Computers within the same Internal Network for use as permitted by Section 2.1; and
2.3 Server Use. You may install the Software on Computer file server(s) within your Internal Network only for use of the Software initiated by an individual from a Computer within the same Internal Network as permitted by Section 2.1. The total number of users (not the concurrent number of users) able to use the Software on such Computer file server(s) may not exceed the Permitted Number.
By way of example, the foregoing does not permit you to install or access (either directly or through commands, data or instructions) the Software: (i) from or to a Computer not part of your Internal Network, (ii) for enabling web hosted workgroups or services available to the public, (iii) by any individual or entity to use, download, copy or otherwise benefit from the functionality of the Software unless licensed to do so by FontGear, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., automated server processing); and
2.4 Portable or Home Computer Use. Subject to the important restrictions set forth in Section 2.5, the primary user of the Computer on which the Software is installed under Section 2.1 ("Primary User") may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided that the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer. You may be required to contact FontGear in order to make a second copy.
2.5 Restrictions on Secondary Use by Volume Licensees. If the Software was obtained under an FontGear volume license program (currently known as a FontGear Site License) by any licensee other than an educational volume licensee, the second copy of the Software made under Section 2.4 must be used solely for the benefit and business of that volume licensee.
2.6 Backup Copy. You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.
2.7 Content Files. Unless stated otherwise in the "Read-Me" files or other license associated with the Content Files, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and you may not claim any trademark rights in the Content Files or derivative works thereof.
2.8 Sample Code. You may modify the source code form of those portions of such software programs that are identified as sample code, sample application code, or components (each, "For Example" or "For Instance") in the accompanying Documentation solely for the purposes of designing, developing and testing websites developed using FontGear software programs; provided, however, you are permitted to copy and distribute the Sample Code (modified or unmodified) only if all of the following conditions are met: (1) you do not use the FontGear name, logos or other FontGear trademarks to market your application. You agree to indemnify, hold harmless and defend FontGear from and against any loss, damage, claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the code. You may be granted additional rights to modify or distribute FontGear software code within documentation relating to such code and/or the Software or in a separate agreement between you and FontGear.
2.9 Dual Boot Platform. The Software is licensed for use on a specific operating system platform. You must purchase a separate license for use of the Software on each operating system platform. By way of example, if you desire to install the Software on both the Mac OS and Windows operating system platforms on a device that runs both of those platforms (i.e., a dual boot machine), then you must first obtain two separate licenses for the Software. This is true even if two versions of the Software, each designed for a different operating system platform, are delivered to you on the same media.
2.10 Demo Software. The Software, or portions of the Software, may not require a serial number to install or operate, for example, when configured to allow trial or tryout for a limited period of time or for a limited number of launches. You are not permitted to use the Software in a manner inconsistent with its design or Documentation. For example, you may not use the Software after its tryout period has ended unless you input a valid serial number. ACCESS TO ANY OUTPUT FILES CREATED WITH THE SOFTWARE USED ON A TRYOUT OR TRIAL BASIS IS ENTIRELY AT YOUR OWN RISK.
3. Intellectual Property Ownership.
The Software and any authorized copies that you make are the intellectual property of and are owned by FontGear Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of FontGear Incorporated and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by FontGear and its suppliers.
4. Restrictions and Requirements.
4.1 Notices. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 Use Obligations. You agree that you will not use the Software other than as permitted by this agreement and that you will not use the Software in a manner inconsistent with its design or Documentation.
4.3 No Modifications. Except as permitted in Sections 2.7 or 16, you may not modify, adapt or translate the Software.
4.4 No Reverse Engineering. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.5 No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 16. You are not required to install all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 16 for specific exceptions to this Section 4.5.
4.6 No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN. You may, however, permanently transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software affixed to media provided by FontGear or its authorized distributor, and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a Computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE-RELEASE, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer FontGear may require that you and the receiving party confirm in writing your compliance with this agreement, provide FontGear with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer. Please contact FontGear's Customer Support Department for more information.
4.7 No Service Bureau. You will not use or offer the Software on a service bureau basis.
If the Software is an upgrade or update to a previous version of FontGear software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same Computer, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and (c) you acknowledge that any obligation FontGear may have to support the previous version(s) may end upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by FontGear with additional or different terms.
6. Disclaimer of Warranties
EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE, CONTENT, AND/OR AND ANY RELATED SERVICES ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FONTGEAR AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, DISK(S), RELATED MATERIALS AND ANY SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. FONTGEAR DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE OR UPDATED THIRD-PARTY CONTENT, NOR DOES FontGear WARRANT ACCESS TO THE INTERNET OR ANY OTHER SERVICE THROUGH THE SOFTWARE. YOU ACKNOWLEDGE AND AGREE THAT YOU MUST: (A) PROVIDE YOUR OWN ACCESS TO THE INTERNET AND PAY ANY SERVICE FEES ASSOCIATED WITH SUCH ACCESS, AND (B) PROVIDE ALL EQUIPMENT NECESSARY FOR YOU TO MAKE SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING A COMPUTER AND A MODEM. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE LICENSE FOR THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.
8. Limitation of Liability and Damages
THE ENTIRE LIABILITY OF FONTGEAR FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE LICENSED FROM FontGear OR ITS AUTHORIZED RESELLER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FONTGEAR AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FONTGEAR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, FontGear AND ITS REPRESENTATIVES' TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THIS SOFTWARE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Export Rules.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
10. Governing Law.
If you are a consumer who uses the Software for only personal non-business purposes, then this agreement will be governed by the laws of the state in which you purchased the license to use the Software. If you are not such a consumer, this agreement will be governed by and construed in accordance with the substantive laws in force in the State of North Carolina. The courts of Mecklenburg County, North Carolina shall have non-exclusive jurisdiction over all disputes relating to this agreement.
11. General Provisions.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms This agreement may only be modified in writing, signed by an authorized officer of FontGear. This is the entire agreement between FontGear and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. Notice to U.S. Government End Users.
For U.S. Government End Users, FontGear agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this agreement.
13. Compliance with Licenses.
If you are a business, company, or organization, you agree that, no more than once every 12 months, FontGear or its authorized representative shall, upon 10 days prior notice to you, have the right to inspect your records, systems, and facilities to verify that your use of any and all FontGear software is in conformity with your valid licenses from FontGear. If a verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.
14. Internet Connectivity and Privacy.
14.1 Automatic Connections to the Internet. The Software may cause your Computer to automatically connect to the Internet and to communicate with an FontGear website for purposes that may include providing you with additional information, features and functionality. Unless otherwise specified in Sections 14.2 through 14.5, the following provisions apply to all automatic Internet connections by the Software:
14.1.1 When the Software automatically connects to the Internet, an Internet protocol address ("IP Address") that is associated with your current Internet connection may be sent to a FontGear website;
14.1.2 When the Software automatically connects to the Internet, no personally identifiable information is sent except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions; and
14.3 Updating. The Software may cause your Computer to automatically connect to the Internet to check for Updates that are available for automatic download to your Computer and to let FontGear know the Software is successfully installed. Please consult the Documentation for information about changing default update settings.
14.5 Digital Certificates. The Software uses digital certificates to help you identify downloaded files. Your Computer may connect to the Internet at the time of validation of a digital certificate.
15. Peer to Peer Communications.
The Software may use your connection to a local area network to automatically connect to other FontGear software and, in doing so, may indicate on the local area network that it is available for communication with other FontGear software. These connections may transmit the IP Address of your connection to the local network but no personally identifiable information is ever transmitted or received through such network connections (except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions).
16. Specific Provisions and Exceptions.
This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.
16.1 No Prejudice, European Union Provisions.
16.1.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers. For example, for consumers in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act.
16.3 Educational Software Product. If the Software is Educational Software Product (Software manufactured and distributed for use by only Educational End Users), you are not entitled to use the Software unless you qualify in your jurisdiction as an Educational End User.
16.5 Online Services.
16.5.2 Provided by Third Parties. The Software may facilitate your access to websites maintained by third parties offering goods, information, software and services ("Third Party Online Service(s)"). Your access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such Third Party Online Services. FontGear may at any time, for any reason, modify or discontinue the availability of any Third Party Online Services. FontGear does not control, endorse or accept responsibility for Third Party Online Services. Any dealings between you and any third party in connection with a Third Party Online Service, including such party's privacy policies and use of your personal information, delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Third Party Online Services might not be available in all languages or to residents of all countries and FontGear may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.
16.5.3 EXCEPT AS EXPRESSLY AGREED BY FONTGEAR OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF FONTGEAR AND THIRD PARTY ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTION 8.
16.9 Digital Certificates
16.9.2 Terms and Conditions. Purchase, use and reliance upon digital certificates is the responsibility of you and a Certificate Authority. Before you rely upon any certified document, digital signature or Certificate Authority services, you should review the applicable terms and conditions under which the relevant Certificate Authority provides services, including, for example, any subscriber agreements, relying party agreements, certificate policies and practice statements.
16.9.3 Acknowledgement. You agree that (a) a digital certificate may have been revoked prior to the time of verification, making the digital signature or certificate appear valid when in fact it is not, (b) the security or integrity of a digital certificate may be compromised due to an act or omission by the signer of the document, the applicable Certificate Authority, or any other third party and (c) a certificate may be a self-signed certificate not provided by a Certificate Authority. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE. UNLESS A SEPARATE WRITTEN WARRANTY IS PROVIDED TO YOU BY A CERTIFICATE AUTHORITY, YOU USE DIGITAL CERTIFICATES AT YOUR SOLE RISK.
16.9.4 Third Party Beneficiaries. You agree that any Certificate Authority you rely upon is a third party beneficiary of this agreement and shall have the right to enforce this agreement in its own name as if it were FontGear.
16.9.5 Indemnity. You agree to hold FontGear and any applicable Certificate Authority (except as expressly provided in its terms and conditions) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any service of such authority, including, without limitation (a) reliance on an expired or revoked certificate, (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable terms and conditions, this agreement or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on issuer services or certificates or (e) failure to perform any of the obligations as required in the terms and conditions related to the services.