LINGERIE XO TYPEFACE SINGLE STUDENT END USER LICENSE AGREEMENT
PLEASE READ THE FOLLOWING CAREFULLY as this is a binding legal agreement.
This Single Student Limited End User License Agreement (the “Agreement”) is a binding contract between you, and if you purchase this license (the “License”) on behalf of a legal entity, such entity (hereinafter “Font User”) and Moshik Nadav Typography LLC (hereinafter “Font Owner”). This Agreement governs the terms and conditions of use of the Font Software and the design of the fonts and Typeface embodied therein. This Agreement becomes effective (a) when you click on the area marked “I have read, understand and agree to the License Agreement,” or (b) if you are acquiring the Font Software as a compressed archive delivered via e-mail attachment or any other intangible medium, once you open or forward the file.
By downloading and/or installing and/or using the Font Software, Font User hereby agrees to be bound by the terms and conditions of this Agreement. If Font User does not agree to the terms and conditions set forth herein. Font User may not purchase, access, use or otherwise download, install or use the Font Software or the Typeface embodied therein.
“Font Software” - coded software that generates LINGERIE XO TYPEFACE designs when used with the appropriate hardware and software plus any and all other data including documentation provided with such software (the Font Software does not necessarily include all the representation and embodiments of the font as seen on the Font Owner’s official website (www.moshik.net or on any social network account that is associated with Font Owner).
“Typeface” - an artistic design of the Latin alphabet made by the Font Owner named LINGERIE XO TYPEFACE.
“Subject Use” - use of the Font Software and Typeface by Font User for personal, noncommercial purposes.
2. License Fee
Font User shall pay to Font Owner the “License Fee” set forth on Font Owner’s website or agreed to in writing with the Font Owner. The License Fee is nonrefundable.
3. Grant of License
3.1. User, Use, and Term. Font Owner grants to Font User a single student limited terminable non-exclusive license, without any right of sublicense, to use the Font Software and Typeface in connection with the Subject Use for personal, noncommercial purposes, which license shall apply from the Effective Date and shall remain in effect without limitation as to time unless terminated pursuant to the terms and conditions of this Agreement (the “Authorized Use”). The License is conditioned on the following:
3.2. Installation and Back-up. Font User may install the Font Software on a single computer or single Local Area Network, provided that the users of the Font Software not exceed the number of users licensed under this Agreement. Font User may make a single back-up copy of the Font Software or Typeface for archival purposes only, provided that Font User retains exclusive custody and control over such copies.
3.3. Copying. Except as granted in Section 3.2., above, Font User may not copy the Font Software, and shall retain the integrity of the original Font Software or Typeface. Any copy of the Font Software must contain the same copyright, trademark, and other proprietary information as the original Font Software.
3.4. Modifications. Font User may not modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or attempt to discover the source code of the Font Software. If Font User desires to make modifications to the Font Software, Font User must obtain the prior written consent of the Font Owner.
3.5 Further Conditions: Font Owner’s grant of the License is expressly conditioned upon the Font Owner’s refraining or not engaging in the following activities:
(a) using the Font Software in order to provide commercial services to any legal entity, including commercial services provided by the Font User to itself, whether for digital or physical products or services, including but not limited to apparel or other consumer goods;
(b) using any of the logotypes made by Font Owner, with or without, the Font Software;
(c) designer a new font and/or typeface and/or Font Software and/or any other artistic work which is based upon the Typeface and/or Font Software, its graphical representation and/or embodiments;
(d) designer a new typeface, font or any other artistic work which will infringe or violate the Font Software or any of its graphical representations and/or embodiments and/or the Typeface under the laws of any country in the world;
(e) using the Typeface and/or the Font Software and/or any of its graphical representations and/or embodiments to design and/or create an article and/or a product of mass production and/or a package/cover for a commercial product be it tangible or intangible/digital;
(f) using the Typeface and/or the Font Software and/or any of its graphical representations and/or embodiments to design and/or create a 3D model and/or a 3D article and/or a digital file containing such a 3D model and/or its graphical representation;
(g) using the Typeface and/or the Font Software and/or any of its graphical representations and/or embodiments to design and/or create a digital or tangible animation;
(h) using the Typeface and/or the Font Software and/or any of its graphical representations and/or embodiments to design and/or create a piece of garment and/or any other wearable article which will include and/or embody a graphical representation of the Font Software or any other graphical representation made by the Font Software;
(i) using the Typeface and/or the Font Software and/or any of its graphical representations and/or embodiments to design and/or create a digital product which will be sold at online platforms, including but not limited to iTunes or Amazon.com, and/or a design which will promote, directly or indirectly, the sale of such a product;
(j) using the Typeface and/or Font Software and/or any of its graphical representations and/or embodiments to design a logo (i.e., a logotype/graphical representing symbol) and/or a commercial product or part of a product and/or any artistic work to any legal entity;
(k) opening the Font Software in any font editor software such as: Glyphs, Robofont and Fontlab;
(l) tracing the glyphs of the Typeface in handwriting and/or interpret them in order to create and/or reproduce new glyphs and/or any other tangible or intangible representation of the Font Software and/or the Typeface;
(m) embedding the Font Software and/or Typeface in any digital format (offline or online), including but not limited to any document, whether or not that document allows others to edit, alter, enhance or modify the Font Software and/or Typeface; or
(n) create, assist in or cause the creation of modifications or additions to the Font Software or Typeface , including but not limited to creating additional weights,; creating additional or deleting existing characters; modifying existing characters; modifying font spacing or kerning; or converting fonts to an alternate digital format, modify, adapt, translate, reverse engineer, decompile, disassemble, later or otherwise attempt to discover the source code of the Font Software.
In the event Font User violates any of the foregoing conditions of the limited License, this License Agreement (and the License) shall automatically terminate.
Font Owner provides commercial licenses for some of the foregoing uses. Font User should contact Font Owner if interested in using the Font Software in a commercial manner through Font Owner’s commercial license contact form. Font User’s failure to contact Font Owner to request a commercial license nor Font Owner’s failing to or delay in notifying Font User of a termination of this License for breach shall not constitute a waiver of any of Font Owner’s rights, either under this Agreement or applicable law.
The Font Software is protected by United States Copyright Law, by the copyright and design laws of other nations, and by international treaties. Resulting Typefaces may be patented. Any copyright, trademark and other rights belong exclusively to the Font Owner, except as expressly provided in Section 3. Font User is obtaining only the limited License to use the Font Software and Typeface as specified in Section 3, and acquires no ownership rights in the Font Software and/or Typeface under this Agreement, including but not limited to the right to make any derivative works. The structure, organization, code and any additional proprietary information of the Font Software are trade secrets and know-how of the Font Owner and Font User agree to treat them as such.
5. Transfer of License Prohibited
Except as expressly provided herein, Font User may not give, share, rent, lease or sell the Font Software or parts of it to third parties without the express written consent of the Font Owner. Font User explicitly agrees to take all possible measures in order to prevent third parties, such as contractors or freelancers with whom Font User conducts business, from copying the Font Software or using the Font Software outside the scope of this Agreement. If Font User discovers such unauthorized copying, Font User shall promptly notify Font Owner.
The Font Owner and its suppliers do not and cannot warrant the performance or results Font User may obtain by using the Font Software. Font Owner makes no warranties, express or implied, concerning the Font Software, including but not limited to quality, performance, the implied warranty of merchantability, or the implied warranty of fitness for a particular purpose, except for those expressly set forth herein.
In no event whatsoever will the Font Owner or its suppliers be liable to Font User in contract or in tort for any consequential, incidental or special damages, including any lost profits, business interruption or lost savings arising out the use or inability to use the Font Software, even if a Font Owner has been advised of the possibility of such damages, or for any claim by any third party. Font User agrees that its exclusive and cumulative remedy under this Agreement shall be limited to the License Fee.
Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, implied warranties or implied warranties as they relate to sales to consumers. ANY IMPLIED WARRANTY OR OTHER RIGHT CREATED BY LAW IS ONLY EFFECTIVE FOR THE NINETY (90) DAY WARRANTY PERIOD. THERE ARE NO WARRANTIES OR CONDITIONS OF ANY KIND AFTER THE NINETY (90) DAY WARRANTY PERIOD. To the extent permissible by law, you agree that all implied warranties are not to be effective for more than thirty (30) days.
Font Software was tested and created for the use with Adobe Illustrator and Adobe InDesign on Mac Os “Yosemite” and “Mojave.” While the Font Software may work with additional or different programs it was not tested with regard to such programs and Font Owner does not guarantee full compatibility in such cases. Moreover, Font User may not be able to fully utilize the Font Software if used with such untested programs.
7. Governing Law; Jurisdiction; Venue; Attorney’s Fees
This Agreement will be governed by the laws of the State of New York applying to contracts fully executed and performed within the State, without application of its—or any other jurisdiction’s – conflicts of laws provisions. The parties agree that the federal and state courts in Kings County, New York, shall have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and the parties waive any defense of forum non conveniens relating to such courts. In the event of any dispute arising out of or related to this Agreement or the subject matter thereof, the prevailing party in any such dispute shall be entitled to recover its reasonable attorney’s fees, costs and expenses from the other party.
8. General Provisions
Font User agrees to inform all users who have access to the Font Software of the restrictions set forth in this Agreement and to make ensure their compliance with this Agreement. In the event of any dispute arising out of or related to this Agreement, the prevailing party in any such dispute shall be entitled to recover all of its costs incurred, including but not limited to reasonable attorney’s fees, from the other party.
If Font User is a design consultancy, advertising agency, web designer or a person or entity purchasing this License on behalf of such a firm, Font user must ensure that any end users have purchased the appropriate license(s) for all such uses.
9. Severability and Amendments
If any part of this Agreement is found void or unenforceable by any court or other competent authority, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms and conditions.
This Agreement may only be modified in writing signed by an authorized officer of the Font Owner.