LUCIDA FONTS END USER LICENSE AGREEMENT
THIS END-USER LICENSE AGREEMENT (“EULA”) CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND BIGELOW & HOLMES INC. (“B&H”). READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE FONTS. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY. BY CLICKING THE APPROPRIATE BUTTON INDICATING YOUR ASSENT TO THIS EULA, AND DOWNLOADING, INSTALLING, AND/OR USING THE FONTS, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA, AND THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND HAVE THE AUTHORITY TO BIND THE PERSON OR ENTITY SPECIFIED ON YOUR INVOICE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL THE FONTS.
1. Grant of License. B&H hereby grants you a limited, non-exclusive, non-transferable license to install and use the fonts and font software you selected (the fonts and font software are hereafter referred to individually and collectively throughout this EULA as the “Fonts”) on only one computer and one printer. You agree not to duplicate, reproduce, sell, transfer, license, or otherwise distribute the Fonts in any form, except as expressly provided herein. You agree not to decompile, modify, reformat, translate, reverse-engineer, or otherwise discover the source code of the Fonts, or to embed or digitally transfer the Fonts in electronic documents, graphics, data files, or in electronic hardware including but not limited to computers, tablets, phones, e-readers, and information displays, except as expressly permitted below. You agree not to make or authorize, or commission others to make, any additions, deletions or modifications to, or derivative works of, or format translations from, or fonts based on or substantially similar to the Fonts, without the prior written consent of B&H. You agree not to alter or remove B&H’s copyright, trademark, or design patent notices or other notices of intellectual property rights as contained in the Fonts, and you agree not to change or alter embedding bits in the Fonts. You agree not to alter the Fonts for the purpose of adding any functionality which the Fonts did not have when delivered to you by B&H.
2. Intellectual Property Rights. You acknowledge that B&H is the exclusive owner of all worldwide right, title, and interest in and to the Fonts, including without limitation all copyright, patent, trademark, trade secret, typeface design rights, and other intellectual property rights, in and to the Fonts as artwork, software, design, and otherwise, including all copies of the Fonts, regardless of the format in which they are expressed or the media on which they are recorded. Any and all updates, revisions, enhancements, or additions to the Fonts shall automatically be deemed to be included in the definition of “Fonts” hereunder and shall become part of, and subject to, this EULA. You acknowledge that B&H shall be the exclusive owner of all worldwide right, title and interest in and to any and all modifications of, and derivative works of, and fonts based on or substantially similar to, the Fonts, regardless of who made such modifications or derivative works or fonts. The names of these Fonts are trademarks of B&H (“Trademarks”). All goodwill that may become attached to the Trademarks as a result of your use of the Fonts shall inure to the exclusive benefit of B&H. You agree not to challenge B&H’s rights in or to the Fonts or the Trademarks or the validity of any intellectual property or other right of B&H therein, or to infringe B&H’s rights therein. This EULA is not a grant to you of any right, title, or interest in or to the Fonts or the Trademarks, except for the limited, non-exclusive, non-transferable license to install and use the Fonts as set forth in paragraph 1 above, subject to the terms and conditions of this EULA. All rights not expressly granted herein are reserved to B&H.
3. Embedding and Digital Transfer. Embedding and digital transfer of the Fonts is prohibited except as expressly provided in this section. You may embed the Fonts into electronic documents or graphic image files for personal, academic, or internal business use provided that (a) only subsets of the Fonts, consisting only of the characters used in the document or file, are embedded; and (b) the electronic documents or graphic files are distributed in a format that allows only printing and viewing, and prohibits editing or modifying the text; and, you may transmit a document or graphic data file containing embedded Fonts to a printer or service bureau only in a format that allows only printing and viewing, and prohibits editing or modifying the text.
You may not embed the Fonts in an electronic document, graphic file, or other format or in an application or software system that is offered for distribution as a commercial product – a product for which a fee, subscription, or other consideration is charged or exchanged or an upgrade or supplement to such a commercial product, including, but not limited to, an electronic publication such as an e-book e-magazine, or e-newspaper; you many not embed the Fonts in an application or app for mobile phones, electronic tablets, tablet computers, or similar platforms, including those using, but not limited to, iOS, Android, or Windows operating systems; you may not distribute documents, graphics, or data files using or containing embedded copies of the Fonts on the Internet, cloud, or other forms of digital distribution or downloading such that the Fonts are accessible to and installable and usable by unauthorized users; you may not use or distribute the Fonts as web fonts for use on web sites using the CSS “@font-face” declaration, or other network or cloud exchange of the Fonts; you may not rent the fonts; you may not distribute the Fonts in electronic hardware including, without limitation, information displays and navigation displays; all without a separate written license from B&H.
4. Rasterized Image formats. You may include non-scalable, raster graphic images of text generated in pixel form from the Fonts, in electronic documents and graphic image files in industry standard raster image formats including JPEG (Joint Photographers' Expert Group), GIF (Graphics Interchange Format), PNG (Portable Network Graphics), non-vector PICT (non-vector Picture), and BMP (Bitmap) formats, provided that the text images cannot be used for word processing, text editing, text composition, or data entry.
5. No Transfer of Rights. You shall not sell, lease, sublicense, allow to use, or otherwise assign or transfer any of your rights, duties, or obligations under this EULA, in whole or in part, to any person or entity, including any predecessors, parents, subsidiaries, affiliates, corporations, limited liability companies, partnerships, divisions, successors, assigns, customers, and their respective directors, officers, employees, members, partners, managers, attorneys, customers, representatives, heirs, successors, and/or agents, both current and former.
6. NO WARRANTY AND NO REFUND. THE FONTS ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, B&H DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE WITH RESPECT TO THE FONTS OR ANY PART OF THE FONTS INCLUDING BUT NOT LIMITED TO GLYPHS, CHARACTER SETS, DATA, OR NAMES. IN ADDITION THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. B&H RESERVES THE RIGHT TO MAKE MODIFICATIONS TO THE FONT CONTENTS, INCLUDING THE DESIGN, LOOK, BEHAVIOR, CHARACTER SET, TECHNICAL FEATURES, METRICS, NAMES, DATA, AND OTHER RESPECTS, AT ANY TIME, UNDER ANY CIRCUMSTANCES. THIS LICENSE IS NONREFUNDABLE.
7. LIMITED RETURNS AND EXCHANGE. THE FONTS LICENSED ARE NONRETURNABLE, BUT IF THE FONTS YOU ORDERED IN A TRANSACTION DO NOT MATCH THE FONTS DELIVERED IN THE SAME TRANSACTION, AND PROVIDED THAT YOU GIVE WRITTEN NOTICE WITHIN THIRTY (30) DAYS OF AGREEING TO THIS LICENSE AND SUFFICIENT DETAIL TO SHOW THAT THE FONTS RECEIVED IN THE TRANSACTION WERE NOT THE FONTS ORDERED AS INDICATED IN B&H’S ORDER RECORDS, THEN B&H MAY EXCHANGE THE RECEIVED FONTS FOR THE ORDERED FONTS.
8. DISCLAIMER OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, B&H DISCLAIMS ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF DATA, OR COMPUTER FAILURE, DAMAGE OR MALFUNCTION, OR FOR ANY CLAIM BY ANY PARTY, EVEN IF B&H HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.
9. Breach and Termination. This EULA is effective until terminated. B&H reserves the right to terminate this EULA and any or all of your rights hereunder effective immediately if you fail to comply with any term of this EULA, including, without limitation, by exceeding the scope of the license granted. Upon any such termination you will destroy the original and all copies of the Fonts and cease all use of the Fonts and the Trademarks. The termination of this EULA shall automatically, and without any further action by B&H, terminate and extinguish the license granted herein. B&H reserves the right to make routine inspections of the Fonts, to which end you agree to surrender the Fonts to B&H, by e-mail (or other means agreed to by B&H), immediately upon receipt of written notice. YOU HEREBY WAIVE ANY AND ALL CHALLENGES TO, OR CLAIMS OR DEFENSES REGARDING, B&H’S RIGHTS IN THE FONTS, B&H’S RIGHT TO TERMINATE THIS EULA PURSUANT TO THE TERMS HEREOF, AND B&H’S RIGHTS TO CARRY OUT INSPECTIONS OF THE FONTS AS PROVIDED HEREIN.
10. Governing Law; Jurisdiction and Venue. This EULA shall be governed by and construed under and in accordance with the laws of the State of New York, applicable to contracts entered into, and to be fully performed in, that state. All suits concerning the interpretation, breach, or enforcement of this EULA shall be brought only in the United States District Court for the Southern District of New York, or, if that Court does not have subject matter jurisdiction, then in Supreme Court of the State of New York, New York County. The parties consent to personal jurisdiction and venue in those Courts for such suits.
11. Miscellaneous. This EULA represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, either express or implied, between the parties with respect to the subject matter hereof. The failure of B&H to insist upon strict adherence to any term of this EULA on any occasion shall not be construed as a waiver and shall not deprive B&H of the right thereafter to insist upon strict adherence to that term or any other term of this EULA. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect. The headings used herein are for reference only and shall not affect the construction of this EULA.