DIGITAL PRODUCT LICENSES
When you buy a digital product from this site you are purchasing the right to use the digital file in a specific way and under specific conditions. Please read through our End User License Agreements (EULA) below for your specific product so that you can understand how you can legally use your purchases.
Summary:
By downloading and using this publication, you confirm you have read and understand the terms of the agreement and agree to them.
Can do:
Store file on 1 personal computer
Create 1 copy for archival purposes
Print document for personal use or for anyone living within your same house as many times as you like
Cannot do:
Store file on more than 1 computer
Create more than 1 copy for archival purposes
Print document for anyone not living within your same house
Alter the document in any way
Rent, sell, lease, sublicense, give, lend, or further distribute the document, or any copy thereof
End User License Agreement:
ELECTRONIC PUBLICATION END USER LICENSE AGREEMENT
This Electronic Publication End User License Agreement (the "Agreement") becomes a binding contract between you and Galactic Basics and establishes the terms and conditions by which you are permitted to use the Electronic Publication (as defined below) and any related items of Galactic Basic LLC Property (as defined below). By downloading, opening and/or otherwise using the Licensed Electronic Publication, you confirm that you have read, understand and agree to be bound by the terms of this agreement. This agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of this agreement, do not download or open this publication. The Agreement contains capitalized terms that are defined in Section 27 of the Agreement.
You hereby agree to the following:
Binding Agreement. You are bound by the Agreement and you acknowledge that all Use of the Electronic Publication supplied to you by Galactic Basics is governed by the Agreement.
License Grant. You are hereby granted a non-exclusive, non-assignable, non-transferable license to access the Electronic Publication(i) only in a Basic Licensed Unit, (ii) only for your Personal Use, and (iii) only subject to all of the terms and conditions of the Agreement.
Alterations to Electronic Publication. You may not alter the Electronic Publication for any reason.
Transfer of the Electronic Publication. You may not rent, sell, lease, sublicense, give, lend, or further distribute the Electronic Publication, or any copy thereof. You may transfer all your rights to use the Electronic Publication to another person or legal entity provided that (i) the transferee accepts and agrees to be bound by all the terms and conditions of the Agreement and (ii) you destroy all copies of the Electronic Publication, including all copies stored in the memory of a hardware device. If you are a business or organization, you agree that in case of a reasonable doubt with regard to the proper Use of the Electronic Publication within your organization, upon request from Galactic Basics or its authorized representative, you will within thirty (30) days fully document and certify that Use of any and all Galactic Basics Electronic Publication at the time of the request is in conformity with your valid licenses from Galactic Basics.
Copies. You may make one back-up copy of Electronic Publication for archival purposes only, and you shall retain exclusive custody and control over such copy. 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 Electronic Publication. Upon termination of the Agreement, you must destroy the original and any and all copies of the Electronic Publication.
You agree to use trademarks associated with the Electronic Publication according to accepted trademark practice, including identification of the trademark owner's name. Trademarks can only be used to identify printed output produced by the Electronic Publication. The use of any trademark as herein authorized does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Galactic Basics. You may not change any trademark or trade name designation for the Electronic Publication.
GALACTIC BASICS DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE ELECTRONIC PUBLICATION. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR GALACTIC BASICS'S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, GALACTIC BASICS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL GALACTIC BASICS 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 GALACTIC BASICS 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 GALACTIC BASICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, 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 Galactic Basics’s liability for such physical injury or death shall not exceed One Hundred Thousand Dollars (U.S. $100), 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 Electronic Publication is non-returnable and nonrefundable.
Breach and Termination.
Licensor may terminate this Agreement immediately by written notice to Licensee upon failure by Licensee to comply with the terms of this Agreement, including without limitation, by use exceeding the scope of the licenses granted in Paragraph 2 of this Agreement.
Licensor may terminate this Agreement or suspend Licensee’s rights to use the Electronic publication upon written notice to Licensee if:
Licensee has materially breached any obligation under this Agreement and failed to cure the breach to Licensor’s reasonable satisfaction within fifteen (15) days following receipt of notice of the breach;
a Person other than Licensee has used the Electronic publication employing Licensee’s access rights or Licensee’s copy of the publication;
Licensee stops or suspends doing business;
Licensee becomes insolvent or becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless the proceeding is removed or dismissed within sixty (60) days from the filing date) or becomes subject to direct control of a transferee, receiver, or similar authority or makes an assignment for the benefit of creditors; or
as a result of an acquisition, merger, reorganization or strategic business relationship, Licensee becomes a competitor of Licensor or, in Licensor’s reasonable opinion, is likely to become such a competitor of Licensor within one hundred eighty (180) days.
The termination of this Agreement shall automatically terminate and extinguish the licenses granted herein. Upon any such termination, Licensee shall immediately destroy the original and all copies of the Electronic publication in its possession and Licensee shall have no further right to use the Electronic publication pursuant to this Agreement. All confidentiality obligations of Licensee under this Agreement will continue for two (2) years after any expiration or termination of this Agreement.
Licensee hereby waives any and all challenges to, or claims or defenses regarding Licensor’s right to terminate this Agreement pursuant to the terms hereof.
In lieu of termination, Licensor reserves the right to (a) require that Licensee immediately cease any unauthorized use in violation of the terms of this Agreement and (b) assess additional fees for the unauthorized use.
Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Force Majeure. Licensor shall not be liable for damages and Licensee shall not have the right to terminate this Agreement for any delay or default in delivery of the Electronic publication resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages or disputes.
Governing Law; Jurisdiction and Venue. This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Utah (the “State”), but without regard to its conflicts of laws or choice of forum rules. Licensee hereby irrevocably submits to personal jurisdiction in the State and to the non-exclusive jurisdiction of any Utah state or federal court sitting in the City of Utah over any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction and venue of any Action shall, at the election of Licensor, be in (and if any Action is originally brought in another venue, the Action shall at the election of Licensor be transferred to) a state or federal court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.
Intellectual Property.
Licensee acknowledges that Licensor is the exclusive owner of all worldwide right, title and interest in and to the Galactic Basics Property, including all copies of the Licensed Publication, regardless of the format in which they are expressed or the media on which they are recorded. Licensee acknowledges that Licensor shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications, customization, variations, or adaptations of the Galactic Basics Property (individually and collectively, the “Modifications”), based on or substantially similar to, the Galactic Basics Property, inclusive of all Derivative Works, regardless of who made such Modifications or Derivative Works. If Licensee makes or causes to be made any such Modifications, Licensee shall immediately provide Licensor with all copies of such Modifications made by or for Licensee, and Licensor may terminate this Agreement.
Licensee agrees not to challenge Licensor’s rights in or to the Galactic Basics Property, or the validity of any intellectual property or other right of Licensor therein, or to infringe Licensor’s rights therein. All goodwill that may become attached to the Trademarks as a result of Licensee’s use of the Typefaces or the Electronic publication shall inure to the exclusive benefit of Licensor. Licensee shall refrain from using the Trademarks as part of any corporate, trade or firm name or style of Licensee. Licensee shall not create a combination mark consisting of any of the Trademarks with the proprietary marks of any other Person. Licensee shall not take any action that could reasonably be expected to impair the registrability, validity or enforceability of any of the Trademarks, nor shall Licensee attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of Licensor, infringe or otherwise violate Licensor’s rights to the Trademarks.
Updates and Upgrades. Nothing in this Agreement shall be construed to obligate Licensor to provide upgrades or updates of the Electronic publication to Licensee under any circumstances. To the extent upgrades or updates are provided, they shall be provided to Licensee on a license exchange basis, and Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee’s right to use any previous version of the Licensed Publication. Upgrades and updates may be licensed with additional or different terms and fees.
No Waiver. No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.
Relationship of the Parties. Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers. Neither party has any right or authority to bind the other in any way.
Export Control. Licensee may not use or otherwise export or re-export the Electronic publication except as authorized by United States law and the laws of the jurisdiction(s) in which the Electronic publication was obtained. In particular, but without limitation, the Electronic publication may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By its use of the Electronic publication, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use the Electronic publication for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
Entire Agreement. This Agreement, with its Order Document(s), constitutes the entire understanding between the parties concerning the Electronic publication and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the same. No terms and conditions of any purchase order, or other document will add to, modify or supersede the terms of this Agreement.
Survivability. Any terms that by their nature survive termination, shall survive the termination of this Agreement.
Indemnification. Licensee, at its expense, shall indemnify Licensor against all losses, damages, claims, expenses (including attorneys fees and court costs) arising out of or resulting from (a) any use of the Electronic publication by Licensee (unless and only to the extent the loss is attributable to a breach by Licensor of any obligation under this Agreement), (b) any breach by Licensee of this Agreement, or (c) any actions by Licensee Parties or Persons that would constitute a breach of this Agreement if that Licensee Party were a party to this Agreement and its obligations were substantially the same as Licensee’s obligations.
Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorized disclosure of the Confidential Information would cause irreparable harm to Licensor, and that in the event of any breach or threatened breach, Licensor will be entitled to obtain equitable relief in addition to any other remedy. Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Captions; Construction. The paragraph headings in this Agreement are for reference purposes only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning, “including, but not limited to.” The singular of a defined term includes the plural and vice versa.
Definitions. The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:
"Basic Licensed Unit" means up to one (1) Workstations connected to no more than one (1) printer with a non-volatile memory (for example, a hard drive). If you intend to use the Electronic Publication on more equipment than permitted by a Basic Licensed Unit, you must create an Expanded Licensed Unit by obtaining from Monotype, for an additional fee, a license extension for all such equipment.
“Commercial Document” means a Document that is offered to the general public, or a subset of the general public, as part of a commercial transaction in which the consideration (monetary or otherwise) is related to the Document, such as a newspaper, magazine or Ebook.
"Commercial Product" means an electronic document or data file created by Use of the Electronic Publication which is offered for distribution to the general public (or to some subset of the general public) as a commercial product or other result of your business activity.
“Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device)capable of using the Electronic publication, regardless of where the Electronic publication is installe
“Derivative Work” means any creation that is based on or derived from the Licensed Electronica Publication, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, decompilation, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Publication may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Publication.
“Document” means a digital file, used in connection with human-readable text, that is not executable and is not an Image File. Document formats include, but are not limited to: Portable Document Format files (“PDF”), Electronic Publication files (“ePub”), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), and Amazon’s Kindle formats (.azw, .KF8, .mobi).
“Electronica Publication” means the PDF file created and distributed by Galactic Basics
“Embedded Software Files” means any Documents or other software files that contain a copy of the Electronic Publication, or data describing the shape or outline of any part of the Electronic Publication. In addition to the Document file formats listed in Section 1.5, Embedded Software File formats include, but are not limited to: Small Web Format or Flash files (“SWF”), and executable software files for any platform.
"Galactic Basics" means collectively Galactic Basics, its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basics any or all of the components of the Electronic Publication supplied to you pursuant to the Agreement.
“Galactic Basics Properties” means, collectively, the Electronic Publication, the Typefaces, the Trademarks, and all of Licensor’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Licensor intellectual property made available to you pursuant to this Agreement.
“Image Files” means both (i) digital files that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Electronic Publication or any portion thereof. Examples of Image Files include, but are not limited to: Scalable Vector Graphics (“SVG”) files, Encapsulated PostScript (“EPS”) files Joint Photographers’ Expert Group (“JPEG”) files; Graphics Interchange Format (“GIF”) files; Portable Network Graphics (“PNG”) files; and Tagged Image File Format (“TIFF”) files.
“Licensee” has the meaning set forth on the Order Document(s).
“Licensee Parties” means Licensee, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates.
“Licensor” means Galactic Basics. its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basicsany or all of the components of the Electronic Publication supplied to you pursuant to the Agreement.
“Licensor Parties” means Licensor, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns, and any of their affiliates.
“Non-Commercial Document” means a Document that is created for Licensee’s personal use only
“Order Document(s)” means the document(s) created by Licensor when Licensee enters into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.
“Permitted Computer(s)” means the number of Computer(s) specified on the Order Document(s).
“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
"Personal Use" means Use of the Electronic Publication for your customary personal purposes and shall not mean any distribution whatsoever of the Electronic Publication or any component or Derivative Work thereof. "Personal Use" shall include Use of the Electronic Publication within your Licensed Unit by persons that are members of your immediate household.
“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person or Computer from accessing the Electronic Publication.
“Term” means the period commencing on the Effective Date and, subject to the termination provisions:
with respect to the rights granted, shall conclude on the date Licensee’s subscription to the Webfont Service, and/or App Service, as applicable, expires or is terminated or cancelled; and
Summary:
By downloading and using the font, you confirm you have read and understand the terms of the agreement and agree to them.
Can do:
Install on up to 2 personal computers
Use to create personal documents, files, or products
Embed font in electronic documents that are non-commercial and in a secure way so that the font may not be extracted by someone else
Cannot do:
Install on more than 2 computers
Install on, or store on, a server accessed by more than 2 personal computers
Install on a business computer
Alter the font software
Rent, lease, sublicense, give, lend, or further distribute the Font Software, or any copy thereof
Use to create business or commercial documents, files, or products
Use on, or embed in, a website
Use in an electronic publication
Use in digital adds
Use on, or embed in, an application or piece of software
End User License Agreement:
FONT SOFTWARE END USER LICENSE AGREEMENT
This Font Software End User License Agreement (the "Agreement") becomes a binding contract between you and Galactic Basics and establishes the terms and conditions by which you are permitted to install and use the Licensed Software (as defined below) and any related items of Galactic Basic LLC Property (as defined below). By downloading, installing and/or using the Licensed Software, you confirm that you have read, understand and agree to be bound by the terms of this agreement. If you are entering into this agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then “you” refers to that entity. If not, then this agreement binds you personally. This agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of this agreement, do not install the Licensed Software. The Agreement contains capitalized terms that are defined in the last Section of the Agreement.
You hereby agree to the following:
Binding Agreement. You are bound by the Agreement and you acknowledge that all Use of the Font Software supplied to you by Galactic Basics is governed by the Agreement.
License Grant. You are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to access the Font Software (i) only in a Basic Licensed Unit, (ii) only for your Personal Use, and (iii) only subject to all of the terms and conditions of the Agreement.
Embedding Font Software and Representations of Typeface and Typographic Designs and Ornaments. You may embed the Font Software only into an electronic document that (i) is not a Commercial Product, (ii) is distributed in a secure format that does not permit the extraction of the embedded Font Software, and (iii) in the case where a recipient of an electronic document is able to Use the Font Software for editing, only if the recipient of such document is within your Basic Licensed Unit.
You may embed static graphic images into an electronic document, including a Commercial Product, (for example, a "gif") with a representation of a typeface and typographic design or ornament created with the Font Software as long as such images are not used as a replacement for Font Software, i.e. as long as the representations do not correspond to individual glyphs of the Font Software and may not be individually addressed by the document to render such designs and ornaments.
Server Use. The Font Software may not be installed or Used on an internal or external (i.e., internet accessed) server unless all Workstations that can access such server are part of a Basic Licensed Unit. For the purpose of determining the proper number of Workstations for which a license is needed, the following example is supplied for illustration purposes only: If there are 100 Workstations connected to the server, with no more than 15 Workstations ever using the Font Software concurrently, but the Font Software will be used on 25 different Workstations at various points in time, a license must be obtained which creates a Basic Licensed Unit for 25 Workstations.
Commercial Printers. You may embed the Font Software in an electronic document solely for print and view and provide such electronic document to a commercial printer for printing only. You may take a copy of the Font Software used for a particular document to a commercial printer provided that the printer represents to you that it has purchased or been granted a license to use that particular Font Software.
Alterations to Font Software. You may not alter Font Software for the purpose of adding any functionality that such Font Software did not have when delivered to you by Galactic Basics. If the Font Software contains embedding bits that indicate that the Font Software is only authorized for certain purposes, you may not change or alter the embedding bits.
Transfer of the Font Software. You may not rent, lease, sublicense, give, lend, or further distribute the Font Software, or any copy thereof, except as expressly provided herein. You may transfer all your rights to use the Font Software to another person or legal entity provided that (i) the transferee accepts and agrees to be bound by all the terms and conditions of the Agreement and (ii) you destroy all copies of the Font Software, including all copies stored in the memory of a hardware device. If you are a business or organization, you agree that in case of a reasonable doubt with regard to the proper Use of the Font Software within your organization, upon request from Galactic Basics or its authorized representative, you will within thirty (30) days fully document and certify that Use of any and all Galactic Basics Font Software at the time of the request is in conformity with your valid licenses from Galactic Basics.
Copies. You may make one back-up copy of Font Software for archival purposes only, and you shall retain exclusive custody and control over such copy. 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 Font Software. Upon termination of the Agreement, you must destroy the original and any and all copies of the Font Software.
You agree to use trademarks associated with the Font Software according to accepted trademark practice, including identification of the trademark owner's name. Trademarks can only be used to identify printed output produced by the Font Software. The use of any trademark as herein authorized does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Galactic Basics. You may not change any trademark or trade name designation for the Font Software.
Limited Warranty. Galactic Basics warrants to you that the Font Software will perform substantially in accordance with its documentation for the ninety (90) day period following delivery of the Font Software. To make a warranty claim, you must, within the ninety (90) day warranty period, notify Galactic Basics. The entire, exclusive and cumulative liability and remedy shall be that Galactic Basics will use reasonable efforts to cause the Font Software to conform to the documentation as soon as commercially practicable.
GALACTIC BASICS DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR GALACTIC BASICS'S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, GALACTIC BASICS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL GALACTIC BASICS 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 GALACTIC BASICS 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 GALACTIC BASICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, 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 Galactic Basics’s liability for such physical injury or death shall not exceed One Hundred Thousand Dollars (U.S. $100), 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 Font Software is non-returnable and nonrefundable.
Breach and Termination.
Licensor may terminate this Agreement immediately by written notice to Licensee upon failure by Licensee to comply with the terms of this Agreement, including without limitation, by use exceeding the scope of the licenses granted in Paragraph 2 of this Agreement.
Licensor may terminate this Agreement or suspend Licensee’s rights to use the Licensed Software upon written notice to Licensee if:
Licensee has materially breached any obligation under this Agreement and failed to cure the breach to Licensor’s reasonable satisfaction within fifteen (15) days following receipt of notice of the breach;
a Person other than Licensee has used the Licensed Software employing Licensee’s access rights or Licensee’s copy of any software;
Licensee stops or suspends doing business;
Licensee becomes insolvent or becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless the proceeding is removed or dismissed within sixty (60) days from the filing date) or becomes subject to direct control of a transferee, receiver, or similar authority or makes an assignment for the benefit of creditors; or
as a result of an acquisition, merger, reorganization or strategic business relationship, Licensee becomes a competitor of Licensor (by developing, licensing, or distributing font- or typeface-related software or services) or, in Licensor’s reasonable opinion, is likely to become such a competitor of Licensor within one hundred eighty (180) days.
The termination of this Agreement shall automatically terminate and extinguish the licenses granted herein. Upon any such termination, Licensee shall immediately destroy the original and all copies of the Licensed Software in its possession and Licensee shall have no further right to use the Licensed Software pursuant to this Agreement. All confidentiality obligations of Licensee under this Agreement will continue for two (2) years after any expiration or termination of this Agreement.
Licensee hereby waives any and all challenges to, or claims or defenses regarding Licensor’s right to terminate this Agreement pursuant to the terms hereof.
In lieu of termination, Licensor reserves the right to (a) require that Licensee immediately cease any unauthorized use in violation of the terms of this Agreement and (b) assess additional fees for the unauthorized use.
Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Force Majeure. Licensor shall not be liable for damages and Licensee shall not have the right to terminate this Agreement for any delay or default in delivery of the Licensed Software resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages or disputes.
Governing Law; Jurisdiction and Venue. This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Utah (the “State”), but without regard to its conflicts of laws or choice of forum rules. Licensee hereby irrevocably submits to personal jurisdiction in the State and to the non-exclusive jurisdiction of any Utah state or federal court sitting in the City of Utah over any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction and venue of any Action shall, at the election of Licensor, be in (and if any Action is originally brought in another venue, the Action shall at the election of Licensor be transferred to) a state or federal court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.
Intellectual Property.
Licensee acknowledges that Licensor is the exclusive owner of all worldwide right, title and interest in and to the Galactic Basics Property, including all copies of the Licensed Software, regardless of the format in which they are expressed or the media on which they are recorded. Licensee acknowledges that Licensor shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications, customization, variations, or adaptations of the Galactic Basics Property (individually and collectively, the “Modifications”), based on or substantially similar to, the Galactic Basics Property, inclusive of all Derivative Works, regardless of who made such Modifications or Derivative Works. If Licensee makes or causes to be made any such Modifications, Licensee shall immediately provide Licensor with all copies of such Modifications made by or for Licensee, and Licensor may terminate this Agreement.
Licensee agrees not to challenge Licensor’s rights in or to the Galactic Basics Property, or the validity of any intellectual property or other right of Licensor therein, or to infringe Licensor’s rights therein. All goodwill that may become attached to the Trademarks as a result of Licensee’s use of the Typefaces or the Licensed Software shall inure to the exclusive benefit of Licensor. Licensee shall refrain from using the Trademarks as part of any corporate, trade or firm name or style of Licensee. Licensee shall not create a combination mark consisting of any of the Trademarks with the proprietary marks of any other Person. Licensee shall not take any action that could reasonably be expected to impair the registrability, validity or enforceability of any of the Trademarks, nor shall Licensee attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of Licensor, infringe or otherwise violate Licensor’s rights to the Trademarks.
Updates and Upgrades. Nothing in this Agreement shall be construed to obligate Licensor to provide upgrades or updates of the Licensed Software to Licensee under any circumstances. To the extent upgrades or updates are provided, they shall be provided to Licensee on a license exchange basis, and Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee’s right to use any previous version of the Licensed Software. Upgrades and updates may be licensed with additional or different terms and fees.
No Waiver. No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.
Relationship of the Parties. Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers. Neither party has any right or authority to bind the other in any way.
Export Control. Licensee may not use or otherwise export or re-export the Licensed Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Licensed Software was obtained. In particular, but without limitation, the Licensed Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By its use of the Licensed Software, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use the Licensed Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
Entire Agreement. This Agreement, with its Order Document(s), constitutes the entire understanding between the parties concerning the Licensed Software and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the same. No terms and conditions of any purchase order, or other document will add to, modify or supersede the terms of this Agreement.
Survivability. Any terms that by their nature survive termination, shall survive the termination of this Agreement.
Indemnification. Licensee, at its expense, shall indemnify Licensor against all losses, damages, claims, expenses (including attorneys fees and court costs) arising out of or resulting from (a) any use of the Licensed Software by Licensee (unless and only to the extent the loss is attributable to a breach by Licensor of any obligation under this Agreement), (b) any breach by Licensee of this Agreement, or (c) any actions by Licensee Parties or Persons that would constitute a breach of this Agreement if that Licensee Party were a party to this Agreement and its obligations were substantially the same as Licensee’s obligations.
Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorized disclosure of the Confidential Information would cause irreparable harm to Licensor, and that in the event of any breach or threatened breach, Licensor will be entitled to obtain equitable relief in addition to any other remedy. Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Captions; Construction. The paragraph headings in this Agreement are for reference purposes only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning, “including, but not limited to.” The singular of a defined term includes the plural and vice versa.
Definitions. The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:
“App Service” means the App.typography service, offered by Licensor, which allows subscribers to reproduce, distribute and display the Licensed Software in certain specified Embedded Software Files, pursuant to a separate agreement.
"Basic Licensed Unit" means up to two (2) Workstations connected to no more than one (1) printer with a non-volatile memory (for example, a hard drive). If you intend to use the Font Software on more equipment than permitted by a Basic Licensed Unit, you must create an Expanded Licensed Unit by obtaining from Monotype, for an additional fee, a license extension for all such equipment.
“Commercial Document” means a Document that is offered to the general public, or a subset of the general public, as part of a commercial transaction in which the consideration (monetary or otherwise) is related to the Document, such as a newspaper, magazine or Ebook.
"Commercial Product" means an electronic document or data file created by Use of the Font Software which is offered for distribution to the general public (or to some subset of the general public) as a commercial product or other result of your business activity. By way of illustration and not by way of limitation, an electronic book or magazine distributed for a fee shall be considered a Commercial Product; a document distributed in connection with a commercial transaction in which the consideration is unrelated to such document (for example, a business letter, a ticket for an event, or a receipt for purchase of tangible goods such as clothing) shall not be considered a Commercial Product.
“Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device)capable of using the Licensed Software, regardless of where the Licensed Software is installed.
“Derivative Work” means any creation that is based on or derived from the Licensed Software, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, decompilation, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Software.
“Document” means a digital file, used in connection with human-readable text, that is not executable and is not an Image File. Document formats include, but are not limited to: Portable Document Format files (“PDF”), Electronic Publication files (“ePub”), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), and Amazon’s Kindle formats (.azw, .KF8, .mobi).
“Embedded Software Files” means any Documents or other software files that contain a copy of the Licensed Software, or data describing the shape or outline of any part of the Licensed Software. In addition to the Document file formats listed in Section 1.5, Embedded Software File formats include, but are not limited to: Small Web Format or Flash files (“SWF”), and executable software files for any platform.
"Expanded Licensed Unit" means the number of Workstations and/or printers with a non-volatile memory contained in your Licensed Unit as agreed between you and Galactic Basics.
"Font Software" means software or instructions which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. Font Software includes upgrades or updates (each of which may be provided to you by Galactic Basics in its sole discretion), related files, permitted modifications, permitted copies, and related documentation.
"Galactic Basics" means collectively Galactic Basics, its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basics any or all of the components of the Font Software supplied to you pursuant to the Agreement.
“Galactic Basics Properties” means, collectively, the Licensed Software, the Typefaces, the Trademarks, and all of Licensor’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Licensor intellectual property made available to you pursuant to this Agreement.
“Image Files” means both (i) digital files that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Licensed Software or any portion thereof. Examples of Image Files include, but are not limited to: Scalable Vector Graphics (“SVG”) files, Encapsulated PostScript (“EPS”) files Joint Photographers’ Expert Group (“JPEG”) files; Graphics Interchange Format (“GIF”) files; Portable Network Graphics (“PNG”) files; and Tagged Image File Format (“TIFF”) files.
“Licensed Software” means those computer programs and related data licensed pursuant to this Agreement, the name(s) of which are listed on the Order Document(s), which, when used on a Computer, generate(s) the Typefaces. Licensed Software includes, but is not limited to, all bitmap representations of the Typeface designs.
“Licensee” has the meaning set forth on the Order Document(s).
“Licensee Parties” means Licensee, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates.
“Licensor” means Galactic Basics. its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basicsany or all of the components of the Font Software supplied to you pursuant to the Agreement.
“Licensor Parties” means Licensor, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns, and any of their affiliates.
“Login Credentials” means your full legal name, the unique email address and password specified by you (if applicable) and used to access your typography.com account.
“Non-Commercial Document” means a Document that is created for Licensee’s personal use only (e.g. personal correspondence, resumes).
“Order Document(s)” means the document(s) created by Licensor when Licensee enters into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.
“Permitted Computer(s)” means the number of Computer(s) specified on the Order Document(s).
“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
"Personal Use" means Use of the Font Software for your customary personal purposes and shall not mean any distribution whatsoever of the Font Software or any component or Derivative Work thereof. "Personal or Internal Business Use" shall include Use of the Font Software within your Licensed Unit by persons that are members of your immediate household, your authorized employees, or your authorized agents.
“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person or Computer from accessing the Licensed Software.
“Software Distribution License” means a separate agreement granting rights to reproduce, distribute and display Documents and Embedded Software Files (on platforms and file formats which are not covered by the App Service), created pursuant to this Agreement.
“Term” means the period commencing on the Effective Date and, subject to the termination provisions:
with respect to the rights granted, shall conclude on the date Licensee’s subscription to the Webfont Service, and/or App Service, as applicable, expires or is terminated or cancelled; and
Summary:
By downloading and using the font, you confirm you have read and understand the terms of the agreement and agree to them.
Can do:
Install on up to 50 commercial/business computers
Use to create commercial documents, files, or products
Embed font in electronic documents that are commercial and in a secure way so that the font may not be extracted by someone else
Use on, or embed in, 1 website
Use in 1 electronic publication
Use in digital adds
Use on, or embed in, 1 application or piece of software
Cannot do:
Alter the font software
Rent, lease, sublicense, give, lend, or further distribute the Font Software, or any copy thereof
Install on, or store on, a server accessed by more than 50 commercial/business computers
Use on, or embed in, more than 1 website
Use in more than 1 electronic publication
Use on, or embed in, more than 1 application or piece of software
End User License Agreement:
FONT SOFTWARE END USER LICENSE AGREEMENT
This Font Software End User License Agreement (the "Agreement") becomes a binding contract between you and Galactic Basics and establishes the terms and conditions by which you are permitted to install and use the Licensed Software (as defined below) and any related items of Galactic Basic LLC Property (as defined below). By downloading, installing and/or using the Licensed Software, you confirm that you have read, understand and agree to be bound by the terms of this agreement. If you are entering into this agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then “you” refers to that entity. If not, then this agreement binds you personally. This agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of this agreement, do not install the Licensed Software. The Agreement contains capitalized terms that are defined in the last Section of the Agreement.
You hereby agree to the following:
Binding Agreement. You are bound by the Agreement and you acknowledge that all Use of the Font Software supplied to you by Galactic Basics is governed by the Agreement.
License Grant. You are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to access the Font Software (i) only in a Basic Licensed Unit, (ii) and (ii) only subject to all of the terms and conditions of the Agreement.
Embedding Font Software and Representations of Typeface and Typographic Designs and Ornaments. You may embed the Font Software only into an electronic document that (i) is distributed in a secure format that does not permit the extraction of the embedded Font Software, and (ii) in the case where a recipient of an electronic document is able to Use the Font Software for editing, only if the recipient of such document is within your Basic Licensed Unit.
Server Use. The Font Software may not be installed or Used on an internal or external (i.e., internet accessed) server unless all Workstations that can access such server are part of a Basic Licensed Unit. For the purpose of determining the proper number of Workstations for which a license is needed, the following example is supplied for illustration purposes only: If there are 100 Workstations connected to the server, with no more than 15 Workstations ever using the Font Software concurrently, but the Font Software will be used on 25 different Workstations at various points in time, a license must be obtained which creates a Basic Licensed Unit for 25 Workstations.
Commercial Printers. You may embed the Font Software in an electronic document solely for print and view and provide such electronic document to a commercial printer for printing only. You may take a copy of the Font Software used for a particular document to a commercial printer provided that the printer represents to you that it has purchased or been granted a license to use that particular Font Software.
Digital Adds. You may (i) create Digital Advertisements or allow a third party to create Digital Advertisements on your behalf; ii) install the Web Fonts on a server that is owned and controlled by you or on servers owned and controlled by a third party hosting service or ad server service with which you have a written agreement regarding the Use and protection of the Web Fonts, solely for the purpose of publishing Digital Advertisements on Output Devices for up to the licensed number of Impression in your Account; and iii) embed the Web Fonts in Base-64 encoded format into Digital Advertisements and publish such Digital Advertisements on Output Devices for up to the licensed number of Impressions in your Account. If you allow a third party to Use the Web Fonts on your behalf to create Digital Advertisements, you agree that a) such third party will only use the Web Fonts to create Digital Advertisements on your behalf, b) you will make such third party aware of the terms of this Agreement, c) you will ensure that such third party destroy all Web Fonts upon completion of their Use of the Web Fonts on your behalf, and d) you shall remain responsible for all acts and omissions of such third party with regards to their Use of the Web Fonts. You may not Use any web font that is not a Web Font that was either supplied to you in the self-hosting kit or a Permitted Derivative Work created by you under the terms of this Agreement, when exercising the rights herein. You may not Use the Web Fonts with technologies other than @fontface, such as sIFR, Cufón or Typeface.js You may not Use the Web Fonts in any manner not consistent with the terms of this Agreement.
Electronic Publications. You may a) embed the Font Software (i) into an Electronic Publication, including an Electronic Publication that is a Commercial Product, (ii) in a secure manner which does not allow an End User to access to the Font Software outside of an Electronic Publication, and (b) distribute worldwide such Electronic Publication to End Users. Galactic Basics reserves all rights not expressly granted to you in this Agreement. The maximum number of distinct Electronic Publications into which the Font Software may be embedded may not exceed one (1). For avoidance of doubt, each Issue of an Electronic Publication counts as a separate Electronic Publication, however regional or format variations of each Issue of an Electronic Publication shall not count as a separate Issue. The Font Software must be embedded within a file format that protects the Font Software by means of encryption or obfuscation. Formats that meet these criteria include, but are not limited to, PDF, EPUB 2.01, EPUB 3, and KF8. The Electronic Publication must be a non-executable file which is displayed by e-reader software or on e-reader devices. Font Software may not be installed in the operating system on which the Electronic Publication runs. You agree that you will take no action which will have the direct or indirect effect of causing the Font Software thereof to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.
Web Font. When using on a website, you must retain the trademark, copyright and other legal information for each Licensed Web Font in your working Website code. Businesses or organizations such as advertising agencies, web design agencies or hosting providers that are responsible for multiple clients’ Websites must enter into separate Agreement’s for each client Website. You are responsible for ensuring that the Licensed Web Fonts can only be used on the Websites for which the Font was downloaded and cannot be used or referenced by any website other than a Website. This includes but is not limited to installing adequate technical protection measures that restrict the Use of and/or access to the Licensed Web Fonts, for instance by utilizing JavaScript or access control mechanisms for cross-origin resource sharing and protecting against use on websites other than the Websites by restricting domain access only to such Websites. The failure to adequately protect the Licensed Web Fonts used for the Websites against Use on other websites shall be considered a failure to comply with this Agreement. You shall identify all Licensed Web Fonts to visitors of Websites only by the Licensed Web Font’s original name and in accordance with accepted trademark practice, including identification of the trademark owner’s name. The Website’s font selection user interface must display the Licensed Web Font’s original name(s) and cite the source of the Licensed Web Font. You will only use the Licensed Web Font’s original name(s) to identify a Licensed Web Font which effects a faithful reproduction of the underlying font and which is of a quality sufficient to meet industry typographic quality standards. The use of any trademark authorized herein does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Galactic Basics. The maximum number of distinct Websites into which the Font Software may be embedded may not exceed one (1).
Applications and Software. You may (a) embed the Font Software (i) into an iOS, Android or Windows Phone Application, (ii) in a secure manner which does not allow an End User to access the Font Software outside of the Application; and (b) distribute worldwide (subject to the export restrictions set forth in Section 9 of the Terms and Conditions) such Application to End Users. Galactic Basics reserves all rights not expressly granted to you in this Agreement. The maximum number of distinct Applications into which the Font Software may be embedded may not exceed one (1). You may not embed the Font Software (i) in any Application that allows the generation of output such as PDFs, word processing documents, spreadsheets, labeled photos, static images, scalable images, advertisements or other documents or data files, or (ii) in any Application that is a server component in a client/server architecture. You agree that you will take no action which will have the direct or indirect effect of causing the Font Software to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.
Alterations to Font Software. You may not alter Font Software for the purpose of adding any functionality that such Font Software did not have when delivered to you by Galactic Basics. If the Font Software contains embedding bits that indicate that the Font Software is only authorized for certain purposes, you may not change or alter the embedding bits.
Transfer of the Font Software. You may not rent, lease, sublicense, give, lend, or further distribute the Font Software, or any copy thereof, except as expressly provided herein. You may transfer all your rights to use the Font Software to another person or legal entity provided that (i) the transferee accepts and agrees to be bound by all the terms and conditions of the Agreement and (ii) you destroy all copies of the Font Software, including all copies stored in the memory of a hardware device. If you are a business or organization, you agree that in case of a reasonable doubt with regard to the proper Use of the Font Software within your organization, upon request from Galactic Basics or its authorized representative, you will within thirty (30) days fully document and certify that Use of any and all Galactic Basics Font Software at the time of the request is in conformity with your valid licenses from Galactic Basics.
Copies. You may make one back-up copy of Font Software for archival purposes only, and you shall retain exclusive custody and control over such copy. 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 Font Software. Upon termination of the Agreement, you must destroy the original and any and all copies of the Font Software.
You agree to use trademarks associated with the Font Software according to accepted trademark practice, including identification of the trademark owner's name. Trademarks can only be used to identify printed output produced by the Font Software. The use of any trademark as herein authorized does not give you any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of Galactic Basics. You may not change any trademark or trade name designation for the Font Software.
Limited Warranty. Galactic Basics warrants to you that the Font Software will perform substantially in accordance with its documentation for the ninety (90) day period following delivery of the Font Software. To make a warranty claim, you must, within the ninety (90) day warranty period, notify Galactic Basics. The entire, exclusive and cumulative liability and remedy shall be that Galactic Basics will use reasonable efforts to cause the Font Software to conform to the documentation as soon as commercially practicable.
GALACTIC BASICS DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE FONT SOFTWARE. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR GALACTIC BASICS'S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, GALACTIC BASICS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL GALACTIC BASICS 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 GALACTIC BASICS 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 GALACTIC BASICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, 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 Galactic Basics’s liability for such physical injury or death shall not exceed One Hundred Thousand Dollars (U.S. $100), 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 Font Software is non-returnable and nonrefundable.
Breach and Termination.
Licensor may terminate this Agreement immediately by written notice to Licensee upon failure by Licensee to comply with the terms of this Agreement, including without limitation, by use exceeding the scope of the licenses granted in Paragraph 2 of this Agreement.
Licensor may terminate this Agreement or suspend Licensee’s rights to use the Licensed Software upon written notice to Licensee if:
Licensee has materially breached any obligation under this Agreement and failed to cure the breach to Licensor’s reasonable satisfaction within fifteen (15) days following receipt of notice of the breach;
a Person other than Licensee has used the Licensed Software employing Licensee’s access rights or Licensee’s copy of any software;
Licensee stops or suspends doing business;
Licensee becomes insolvent or becomes subject to any bankruptcy or insolvency proceeding under federal or state law (unless the proceeding is removed or dismissed within sixty (60) days from the filing date) or becomes subject to direct control of a transferee, receiver, or similar authority or makes an assignment for the benefit of creditors; or
as a result of an acquisition, merger, reorganization or strategic business relationship, Licensee becomes a competitor of Licensor (by developing, licensing, or distributing font- or typeface-related software or services) or, in Licensor’s reasonable opinion, is likely to become such a competitor of Licensor within one hundred eighty (180) days.
The termination of this Agreement shall automatically terminate and extinguish the licenses granted herein. Upon any such termination, Licensee shall immediately destroy the original and all copies of the Licensed Software in its possession and Licensee shall have no further right to use the Licensed Software pursuant to this Agreement. All confidentiality obligations of Licensee under this Agreement will continue for two (2) years after any expiration or termination of this Agreement.
Licensee hereby waives any and all challenges to, or claims or defenses regarding Licensor’s right to terminate this Agreement pursuant to the terms hereof.
In lieu of termination, Licensor reserves the right to (a) require that Licensee immediately cease any unauthorized use in violation of the terms of this Agreement and (b) assess additional fees for the unauthorized use.
Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Force Majeure. Licensor shall not be liable for damages and Licensee shall not have the right to terminate this Agreement for any delay or default in delivery of the Licensed Software resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control including, but not limited to: internet failures, network failures, computer equipment failures, telecommunications equipment failures, other equipment failures, electrical power failures, acts of God, terrorist action, acts of civil or military authority, government actions, fires, epidemics, riots, wars, sabotage, insurrections, labor shortages or disputes.
Governing Law; Jurisdiction and Venue. This Agreement and all rights and obligations under this Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Utah (the “State”), but without regard to its conflicts of laws or choice of forum rules. Licensee hereby irrevocably submits to personal jurisdiction in the State and to the non-exclusive jurisdiction of any Utah state or federal court sitting in the City of Utah over any legal suit, action, or proceeding arising out of or relating to this Agreement or the relationships created by or under this Agreement (“Action”). Jurisdiction and venue of any Action shall, at the election of Licensor, be in (and if any Action is originally brought in another venue, the Action shall at the election of Licensor be transferred to) a state or federal court of appropriate jurisdiction located in the State. Licensee hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, any claim (a) that it is not subject to such jurisdiction; (b) that any Action may not be brought against it or is not maintainable in those courts; (c) that this Agreement may not be enforced in or by those courts; (d) that it is exempt or immune from execution; (e) that the Action is brought in an inconvenient forum; or (f) that the venue for the Action is in any way improper.
Intellectual Property.
Licensee acknowledges that Licensor is the exclusive owner of all worldwide right, title and interest in and to the Galactic Basics Property, including all copies of the Licensed Software, regardless of the format in which they are expressed or the media on which they are recorded. Licensee acknowledges that Licensor shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications, customization, variations, or adaptations of the Galactic Basics Property (individually and collectively, the “Modifications”), based on or substantially similar to, the Galactic Basics Property, inclusive of all Derivative Works, regardless of who made such Modifications or Derivative Works. If Licensee makes or causes to be made any such Modifications, Licensee shall immediately provide Licensor with all copies of such Modifications made by or for Licensee, and Licensor may terminate this.
Licensee agrees not to challenge Licensor’s rights in or to the Galactic Basics Property, or the validity of any intellectual property or other right of Licensor therein, or to infringe Licensor’s rights therein. All goodwill that may become attached to the Trademarks as a result of Licensee’s use of the Typefaces or the Licensed Software shall inure to the exclusive benefit of Licensor. Licensee shall refrain from using the Trademarks as part of any corporate, trade or firm name or style of Licensee. Licensee shall not create a combination mark consisting of any of the Trademarks with the proprietary marks of any other Person. Licensee shall not take any action that could reasonably be expected to impair the registrability, validity or enforceability of any of the Trademarks, nor shall Licensee attempt to register, use or aid any third party in attempting to register or use, in any jurisdiction, any trademark or service mark which may, in the reasonable opinion of Licensor, infringe or otherwise violate Licensor’s rights to the Trademarks.
Updates and Upgrades. Nothing in this Agreement shall be construed to obligate Licensor to provide upgrades or updates of the Licensed Software to Licensee under any circumstances. To the extent upgrades or updates are provided, they shall be provided to Licensee on a license exchange basis, and Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee’s right to use any previous version of the Licensed Software. Upgrades and updates may be licensed with additional or different terms and fees.
No Waiver. No failure by either party to object to any breach of any provision of this Agreement shall constitute a waiver of such provision, a waiver of any other breach, or a waiver of any other provision of this Agreement.
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision hereof. To the fullest extent permitted by law, if any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.
Relationship of the Parties. Each of the parties shall act as an independent contractor under this Agreement and neither is now, nor in the future, an agent or legal representative of the other for any purpose. This Agreement shall not be construed to place the parties in the relationship of partners or joint venturers. Neither party has any right or authority to bind the other in any way.
Export Control. Licensee may not use or otherwise export or re-export the Licensed Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Licensed Software was obtained. In particular, but without limitation, the Licensed Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By its use of the Licensed Software, Licensee represents and warrants that Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use the Licensed Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
Entire Agreement. This Agreement, with its Order Document(s), constitutes the entire understanding between the parties concerning the Licensed Software and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the same. No terms and conditions of any purchase order, or other document will add to, modify or supersede the terms of this Agreement.
Survivability. Any terms that by their nature survive termination, shall survive the termination of this Agreement.
Indemnification. Licensee, at its expense, shall indemnify Licensor against all losses, damages, claims, expenses (including attorneys fees and court costs) arising out of or resulting from (a) any use of the Licensed Software by Licensee (unless and only to the extent the loss is attributable to a breach by Licensor of any obligation under this Agreement), (b) any breach by Licensee of this Agreement, or (c) any actions by Licensee Parties or Persons that would constitute a breach of this Agreement if that Licensee Party were a party to this Agreement and its obligations were substantially the same as Licensee’s obligations.
Equitable Relief. You hereby agree that any breach of this Agreement, including any unauthorized disclosure of the Confidential Information would cause irreparable harm to Licensor, and that in the event of any breach or threatened breach, Licensor will be entitled to obtain equitable relief in addition to any other remedy. Licensor’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.
Captions; Construction. The paragraph headings in this Agreement are for reference purposes only and should not in any way affect the meaning or interpretations of this Agreement. The word “including” is intended to be illustrative and includes the meaning, “including, but not limited to.” The singular of a defined term includes the plural and vice versa.
Definitions. The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:
“App Service” means the App.typography service, offered by Licensor, which allows subscribers to reproduce, distribute and display the Licensed Software in certain specified Embedded Software Files, pursuant to a separate agreement.
"Basic Licensed Unit" means up to fifty (50) Workstations connected to no more than one (1) printer with a non-volatile memory (for example, a hard drive). If you intend to use the Font Software on more equipment than permitted by a Basic Licensed Unit, you must create an Expanded Licensed Unit by obtaining from Monotype, for an additional fee, a license extension for all such equipment.
“Commercial Document” means a Document that is offered to the general public, or a subset of the general public, as part of a commercial transaction in which the consideration (monetary or otherwise) is related to the Document, such as a newspaper, magazine or Ebook.
"Commercial Product" means an electronic document or data file created by Use of the Font Software which is offered for distribution to the general public (or to some subset of the general public) as a commercial product or other result of your business activity. By way of illustration and not by way of limitation, an electronic book or magazine distributed for a fee shall be considered a Commercial Product; a document distributed in connection with a commercial transaction in which the consideration is unrelated to such document (for example, a business letter, a ticket for an event, or a receipt for purchase of tangible goods such as clothing) shall not be considered a Commercial Product.
“Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device)capable of using the Licensed Software, regardless of where the Licensed Software is installed.
“Derivative Work” means any creation that is based on or derived from the Licensed Software, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, decompilation, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Software.
“Document” means a digital file, used in connection with human-readable text, that is not executable and is not an Image File. Document formats include, but are not limited to: Portable Document Format files (“PDF”), Electronic Publication files (“ePub”), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), and Amazon’s Kindle formats (.azw, .KF8, .mobi).
“Embedded Software Files” means any Documents or other software files that contain a copy of the Licensed Software, or data describing the shape or outline of any part of the Licensed Software. In addition to the Document file formats listed in Section 1.5, Embedded Software File formats include, but are not limited to: Small Web Format or Flash files (“SWF”), and executable software files for any platform.
"Expanded Licensed Unit" means the number of Workstations and/or printers with a non-volatile memory contained in your Licensed Unit as agreed between you and Galactic Basics.
"Font Software" means software or instructions which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. Font Software includes upgrades or updates (each of which may be provided to you by Galactic Basics in its sole discretion), related files, permitted modifications, permitted copies, and related documentation.
"Galactic Basics" means collectively Galactic Basics, its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basics any or all of the components of the Font Software supplied to you pursuant to the Agreement.
“Galactic Basics Properties” means, collectively, the Licensed Software, the Typefaces, the Trademarks, and all of Licensor’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Licensor intellectual property made available to you pursuant to this Agreement.
“Image Files” means both (i) digital files that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Licensed Software or any portion thereof. Examples of Image Files include, but are not limited to: Scalable Vector Graphics (“SVG”) files, Encapsulated PostScript (“EPS”) files Joint Photographers’ Expert Group (“JPEG”) files; Graphics Interchange Format (“GIF”) files; Portable Network Graphics (“PNG”) files; and Tagged Image File Format (“TIFF”) files.
“Licensed Software” means those computer programs and related data licensed pursuant to this Agreement, the name(s) of which are listed on the Order Document(s), which, when used on a Computer, generate(s) the Typefaces. Licensed Software includes, but is not limited to, all bitmap representations of the Typeface designs.
“Licensee” has the meaning set forth on the Order Document(s).
“Licensee Parties” means Licensee, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates.
“Licensor” means Galactic Basics. its successors and assigns, its parent and affiliated corporations, its authorized distributors, and any third party that has licensed to Galactic Basicsany or all of the components of the Font Software supplied to you pursuant to the Agreement.
“Licensor Parties” means Licensor, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns, and any of their affiliates.
“Login Credentials” means your full legal name, the unique email address and password specified by you (if applicable) and used to access your typography.com account.
“Non-Commercial Document” means a Document that is created for Licensee’s personal use only (e.g. personal correspondence, resumes).
“Order Document(s)” means the document(s) created by Licensor when Licensee enters into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.
“Permitted Computer(s)” means the number of Computer(s) specified on the Order Document(s).
“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
"Personal Use" means Use of the Font Software for your customary personal purposes and shall not mean any distribution whatsoever of the Font Software or any component or Derivative Work thereof. "Personal or Internal Business Use" shall include Use of the Font Software within your Licensed Unit by persons that are members of your immediate household, your authorized employees, or your authorized agents.
“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person or Computer from accessing the Licensed Software.
“Software Distribution License” means a separate agreement granting rights to reproduce, distribute and display Documents and Embedded Software Files (on platforms and file formats which are not covered by the App Service), created pursuant to this Agreement.
“Term” means the period commencing on the Effective Date and, subject to the termination provisions:
with respect to the rights granted, shall conclude on the date Licensee’s subscription to the Webfont Service, and/or App Service, as applicable, expires or is terminated or cancelled; and
with respect to all other rights granted shall be perpetual.
“Trademarks” means the names of Licensor and the Licensed Software set forth on the applicable Order Document(s).
“Typefaces” means the typefaces designed, developed and owned by Licensor, that are rendered by the Licensed Software.
"Use" of the Font Software shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software, regardless of the location in which the Font Software resides. "Use" of the Font Software shall also occur when the software or instructions are executed.
“Web Font(s)” means Font Software optimized for use on a website or in Digital Advertisements, either individually or collectively, that you license from Galactic Basics.
“Webfont Service” means the Cloud.typography service or the Self Hosted License Agreement, each offered by Licensor, which allow subscribers to use Typefaces as webfonts, in connection with proprietary systems and software provided by Licensor, pursuant to separate agreements.
“Web Server” means a Computer used to serve web pages.
"Workstation" means a hardware component in which an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Font Software or implement the Font Software, regardless of the location in which the Font Software resides.