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Klim Type Foundry End User Licence Agreement, v.8, November 2016
App Font License Agreement
The Terms of this End User Licence Agreement (Agreement) will apply between Klim Type Foundry (Klim) and You (You, Your, Yours) if You purchase a licence or licences to use Klim's Font Software (App Fonts).
When You purchase an App Font, You are purchasing the right to use that App Font under a particular set of conditions. These conditions range from, for example, how many applications the Font can be used in and on what mobile operating systems. It is important to read and understand this Agreement because it defines Your rights, the acceptable uses of Klim's App Fonts, and the rights Klim reserves. If You believe Your usage or need is not addressed, or if You are unsure of the meaning of any term or condition, please ask Klim before making a purchase.
Klim agrees to grant You a licence or licences to use the App Font on the terms of this Agreement and provided that You comply with these terms. This licence is not exclusive to You, may not be transferred by You, and can be revoked by Klim.
If You are a parent company purchasing the Fonts for a wholly or partly owned subsidiary, You must ensure Your subsidiary complies with the terms and conditions of this Agreement. Any breach of this Agreement by Your subsidiary will be deemed a breach by You.
You agree that Klim owns all rights, including (without limitation) intellectual property rights, and title in and to the App Fonts and all trademarks, registered and unregistered which are used in or in relation to the App Fonts.
1. Definitions
1a. "Klim" is the Klim Type Foundry, the trading brand of The Letterheads Limited.
1b. The user, "You", "Your" and the "End User" are understood as the licensee of the App Fonts and the party that owns the Application. It is understood that You also control the content of the licensed applications. An end user cannot be a distributor, reseller, dealer, sub-licensee, original equipment manufacturer ("OEM"), server administrator, or other wholesale buyer of software, or any other similar entity. Klim App Fonts and software products may not be distributed and/or sold to third parties without Klim's prior written consent.
1c. An "App Font" is type face Font software that has been created, optimised, translated or otherwise specially modified for embedding within an App for styling, viewing or editing text.
1d. The "Application", "App" is Your mobile application software designed to run and function on Android, iOS, Windows Phone and other such mobile device operating systems. A single App Font licence covers Apps that are functionally equivalent across multiple mobile operating systems.
1e. "Sales Receipt" means the electronic document You receive as confirmation of the App Fonts purchased.
2. Permitted Uses and Restrictions
2a. Allowed Apps and Implementation
The App Fonts may be embedded in the App specified on Your Sales Receipt. Only the App Font files provided by Klim may be used. The use of alternate formats is expressly prohibited. You may use the App Fonts for styling, viewing or editing text in Your App. However, providing the ability for a user to edit text using the App Fonts is not allowed if the result is a new document, such as a personalised invitation, greeting card, customised portfolio or customised product (these listed items are examples only and not an exhaustive list). If You wish to use the Fonts for such purposes, contact Klim to discuss. The App Fonts are licensed for Your use only. You may not use the App Fonts as a tool or resource for third parties to create customised products or documents.
2b. Third party applications or platforms
You may use the Fonts to display content You own on a third party application or platform, such as Facebook instant articles or Apple news, provided You are able to ensure the third party does not, through their use of Your content and Klim's fonts, cause You to breach the terms of this Agreement. Any breach of this Agreement by a third party using the Fonts under this clause 2b. will be deemed a breach by You.
2c. Download and Distribution Limitations
There are no App download and distribution limitations with this licence.
2d. App Fonts File Protection
You agree to use reasonable measures to protect the App Fonts from access and use by unlicensed third-parties. If You discover or are made aware of any unauthorised access and/or use by an unlicensed third party, You agree to notify Klim as soon as is reasonable.
2e. Back-up Copies
You may make one (1) copy of the App Fonts for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the App Fonts. You must keep this back-up copy secure and must take all reasonable steps to preventany third-party to have access to it. You will indemnify Klim for all costs, damages or losses incurred as a result of Your failure to comply with this clause. If You discover or are made aware of any unauthorised access and/or use of the back-up copy by an unlicensed third party, You agree to notify Klim as soon as is reasonable.
2f. No Modifications, No Embedding
You are not permitted to modify, adapt, translate, reformat, reverse engineer, decompile, disassemble, alter or attempt to discover the computer code of the App Fonts or the designs embodied therein. With the exception of permitted use allowed under 2b. of this Agreement, the embedding or inclusion of Klim App Fonts, or the designs forming the App Fonts, in non-mobile software, hardware, digital documents, applications, devices or in any other form is prohibited. If You wish to use the Fonts for such purposes, contact Klim to discuss.
2g. App Usage Only
The use of Klim App Fonts on a desktop, laptop, workstation computer, website or for any uses not expressly permitted in this Agreement is prohibited. If You wish to use the App Fonts in a manner not permitted by this licence, You must secure a separate licence and/or a licence extension by contacting Klim directly.
3. Rights Reserved
3a. You expressly acknowledge that the App Fonts, the designs embodied therein, the trade names and/or the associated trademarks and copyrights are each the exclusive property of Klim. All rights not expressly granted under this licence are reserved to Klim.
3b. You agree that the App Fonts and the design of the Fonts embodied therein are owned by Klim and the App Fonts' structure, organisation and code are the valuable trade secrets of Klim. You acknowledge that the App Fonts are, among other means, protected under New Zealand trademark and/or copyright law, by the trademark and/or copyright and design laws of other nations, and by international treaties. Furthermore, You are not permitted to regenerate or translate the App Fonts into other formats and the creation of any derivative works based upon the App Fonts or the designs of the App Fonts are expressly prohibited.
3c. At Klim's request, You agree to provide an audit to confirm the App Fonts You are consuming match Your Sales Receipt. Klim will give You at least 5 business days' notice to complete the audit.
4. Warranties and Limitations
4a. Klim represents and warrants that the App Fonts will perform substantially in accordance with the representations made herein. To make a warranty claim, You must notify the source from which You obtained the App Fonts together with a copy of Your Sales Receipt. If the App Fonts do not perform substantially in accordance with the representations, the entire and exclusive liability and remedy shall be limited to the replacement of the App Fonts or the refund of the licence fee You paid for the App Fonts. Klim does not and cannot warrant the performance or results You may obtain by using the App Fonts.
4b. Klim expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Klim does not warrant that the operation of the App Fonts will be unimpeded, uninterrupted or error-free, or that they are without defects. Without limiting the foregoing under no circumstances shall Klim be liable to You or any other party, whether in contract or tort (including negligence) or otherwise, for any indirect losses, special, consequential, or incidental damages, including lost profits, lost savings, loss of data, or business interruption as a result of the use of or the inability to use the Fonts even if notified in advance of such possibility.
4c. If You are a business or in trade and the Fonts are acquired for use in business or in trade, You agree to contract out of the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986, to the effect that those provisions shall have no effect between Klim and You under this Agreement.
5. Transfer of licensed Application
You may not transfer the rights to use the App Fonts to a different App. Transfer of this licence to a third party is not permitted.
6. Termination
Any breach of the terms of this Agreement shall be cause for immediate termination without the obligation of notice or opportunity to cure. Klim shall be entitled to seek any and all remedies under law or equity, including injunctive relief without the obligation of security or bond. You agree to immediately discontinue using and delete the App Font software and certify that no copy remains in Your possession or control.
7. Dispute Resolution
Any dispute or difference arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators' and Mediators' Institute of New Zealand Inc. The arbitration shall be by one arbitrator to be agreed upon by both You and Klim and if both parties cannot agree within twenty-one (21) days from the date upon which the dispute arises then an arbitrator will be appointed by the President of the Arbitrators' and Mediators' Institute of New Zealand Inc.
8. Choice of Law and Agreements
8a. You agree that this Agreement between Klim and You was formed in Wellington, New Zealand, and any cause of action arising from it, arises in Wellington, New Zealand and will be governed by and construed in accordance with the laws of New Zealand and within the exclusive jurisdiction of the New Zealand courts.
8b. Klim may at any time amend the terms under which it licences the use of the App Fonts to You. Klim will make such amended terms available at www.klim.co.nz. You agree that Your continued use of the App Fonts means You accept the amended terms. Non-acceptance of the amended terms terminates this Agreement.
8c. This Agreement embodies the entire understanding between Klim and You and supersedes all prior arrangements or understandings. If an applicable Court declares any part of it to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9. Contact
All inquiries of Klim may be sent by email to quickbrownfox@klim.co.nz. The Klim Type Foundry website is located at www.klim.co.nz. |