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Positype End User License Agreements

Webfont License Agreement

This Webfont End User License Agreement (Agreement) becomes a binding contract between you and Swash and Kern LLC dba Positype (Positype) when you purchase a license or licenses to use/install Positype Webfont Software (Webfonts). You and any entity you purchased the Webfonts for are bound by the terms of the Agreement. Please read all of the Agreement before you proceed.

When you purchase a Webfont, you are purchasing a license that grants you specific rights to use that Webfont under a specific set of conditions. These conditions can vary based on the type of and reach of the license. For example, the number of monthly views allowed for the Webfont on your website, whether it self-hosted, how many websites it can be used in conjunction with, to name a few. Please understand, as much as this Agreement defines the rights Positype reserves as it relates to acceptable use of Positype Webfonts, it defines the rights you have regarding this software.

If you believe your needs are not clearly addressed or if the terms and conditions need further clarification, please ask us before completing your purchase.

You agree that you do not own any Positype Webfont. By purchasing a license, you are purchasing the right to use the Webfont under specific conditions. You can share, transfer, lend, or edit the Webfont software. You agree that Positype owns all rights, intellectual property rights, title, trademark, and copyright, registered and unregistered, to the Webfonts or employed as part of the Webfont software.

Once You Download, You Accept The Terms Of The Agreement
Once you download and/or use the Positype Webfonts, you are confirming you understand and agree to the terms of this Agreement, and that you have the authority to bind the person or entity specified on your sales receipt to the terms of this Agreement. Upon payment in full, Positype grants to you a non-exclusive, non-transferable, revocable license to use the specified Positype Webfont(s) under the following terms and conditions.

Article 1: Definitions

1a. “Positype” as used herein shall mean collectively Positype, its successors and assignees, its parent and affiliated corporations, its authorized distributors, and any third party which has licensed to Publisher any or all of the components of the Webfont Software supplied to you pursuant to the Agreement.

1b. “You”, “Your”, “Customer”, “End User” shall mean collectively any individual or entity who has purchased a license to use a Webfont. An End User does not refer to a distributor, reseller, platform, sub-licensee, OEM (Original Equipment Manufacturer, or any other form of wholesale buyer, aggregator, etc. Positype Webfonts cannot be distributed or sold in any form without prior written consent.

1c. “Webfont” is defined as type face font software that has been created, optimized, translated or otherwise modified for use by means of transmitting via the Internet for use in the viewing of text on a website. By way of explanation, not limitation, such uses can be implemented by means of the CSS @font-face rule. Other technology or software implementations used to effect similar results may apply and such uses or methods shall be executed by this Agreement.

1d. “Primary Domain”, “Subdomain”, “Domain” is the host name of a website’s home page (for example only but not limited to: website.com; website.net, website.co.jp, user.website.com, website.com/user/, etc.). A Subdomain is a subdivision of the Primary Domain (for example only but not limited to: user.website.com, blog.website.com, etc.). Primary Domains together with their associated Subdomains are referred to collectively and defined as ‘Domains’.

Article 2: Usage and Restrictions

2a. Implementation

The Webfonts are provided to You for use via the CSS @font-face rule. You agree not to use the Webfonts by any other means and/or methods of storage, transmission or viewing and that You will use the Webfont files, in the format provided to You by Positype. Use of the Webfonts in alternative formats not provided by Positype is expressly prohibited.

2b. Allowed Domains

The Positype Webfont license is provided as a ‘Single Domain’ license which permits the Webfonts to be served for the benefit of one (1) Primary Domain and two (2) Subdomains. If you require a license for usage on more than one (1) Primary Domain, please contact Positype for a simple license extension.

Use of the Webfonts on more than the licensed Domains requires a license extension for which an additional fee will be charged. For the purposes of clarity, this License does not permit the Webfonts to be used in such a way as to serve the Webfonts to unlicensed domains. Regardless of whether the Webfonts are hosted on licensed Domains, the Webfonts may NOT be served for the benefit of unlicensed Domains.

2c. Webfonts File Protection

You agree to take reasonable measures to ensure the Webfonts are available only for the process of styling text for display on Your licensed Domains. At a minimum, and by way of example and not limitation, reasonable measures include: A.) preventing unlicensed third-party access, i.e. hotlinking and B.) disallowing direct download of the Webfonts unrelated to the process of styling text for licensed Domains.

2d. Third Party Hosts

At Your option, the Webfonts may be hosted and served by a Positype-approved third party. Under such circumstances you expressly agree the terms and conditions of this License shall govern all uses of the Webfonts irrespective of any competing or contrary terms set forth by any third party hosting the Webfonts. A current list of Positype-approved hosts can be obtained by contacting Positype directly.

2e. Back-up Copies

You may make a reasonable number of copies of the Webfonts for backup purposes only. Any copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Webfonts.

2f. No Modifications, No Embedding

Under no circumstances are You permitted to copy, reverse engineer, modify, adapt, manipulate, translate, decompile, disassemble, alter or attempt to discover the source code of the Webfonts or the designs embodied therein. Altering and/or renaming the file name of the Webfont is NOT permitted in any case. The embedding of Positype Webfonts or the designs of the fonts thereof in other software, digital documents, applications or devices or in any other form whatsoever is prohibited.

2g. Web Only Usage

This license does not cover the use of Positype Webfonts on a desktop, laptop, or workstation computer or for any use other than as expressly permitted herein. If You wish to use the Webfonts in a manner not permitted by this license, You must secure a separate license and/or a license extension by contacting Positype directly.

Article 3: Rights Reserved

3a. You have the rights expressly set forth in the Agreement and no other. All rights in and to the Webfont Software, including unpublished rights, are reserved under the copyright laws of the United States and other jurisdictions. All rights reserved. Notwithstanding the foregoing, to the extent that any law, statute, treaty, or governmental regulation shall be deemed by a court of competent jurisdiction to provide you with any additional or different rights from those provided herein and such rights shall be deemed non-waiveable as a matter of law and to supersede the rights specifically provided herein, then such law, statute, treaty, or governmental regulation shall be deemed to be made a part of the Agreement. To the extent that any such rights created by any law, statute, treaty or governmental regulation are waiveable, you agree that your acceptance of the Agreement shall constitute an effective and irrevocable waiver of such rights. The Agreement may be enforced by Positype or by an authorized agent acting on behalf of Publisher.

3b. You agree that the Webfonts and the design of the Glyphs embodied therein are owned exclusively by Positype and that the Webfonts’ structure, mapping, and code are valuable trade secrets of Positype. You agree you will make no attempt to reverse-engineer any Webfont Software or utilized specific Glyphs or code produced by Positype within any other font product.

Article 4: Warranties and Limitations

4a. Positype warrants to you that the Webfont Software will perform substantially in accordance with its documentation on Workstations that are suitably equipped for Use of the Webfont Software. No warranty is made with regard to third-party software or hardware that is not specified for Use of the Webfont Software. Any refund of any fee paid for the licensing of the Webfont Software will be made at Publisher’s discretion. The settlement of any warranty claim will be limited to the refund of the license fee paid to Publisher for Use of the Webfont Software. To make a warranty claim, you must, within a thirty (30) day warranty period, contact the Publisher to verify the occurrence of the transaction and the basis of the warranty claim.

4b. Positype does not warrant the performance or results you may obtain by using the font software. The foregoing states the sole and exclusive remedies for publisher’s breach of warranty. Except for the foregoing limited warranty, publisher 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 publisher be liable to you or anyone else for: (i) any consequential, incidental or special damages, including without limitation any lost profits, lost data, lost business opportunities, or lost savings, even if Positype has been advised of the possibility of such damages, or for (ii) any claim against you by any third party seeking such damages even if publisher has been advised of the possibility of such damages

4c. 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 thirty (30) 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 Positype’s liability for such physical injury or death shall not exceed One Dollar (U.S. $1), 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.

Article 5: Governing Jurisdictions

5a. The Agreement will be governed by the laws of Georgia applicable to contracts wholly entered and performable within such state. All disputes related to the Agreement shall be heard in the Circuit Court of Jackson County, Georgia, U.S.A. or the United States District Court for the Northern District of Georgia, Atlanta, Georgia, U.S.A. Both you and Positype agree to the personal jurisdiction and venue of these courts in any action related to the Agreement. The Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

5b. At any time, Positype may amend these terms under which it licenses the use of the Webfonts to You. Positype will provide you with such amended terms and You agree that your continued use of the Webfont Software is equivalent to acceptance of any changes made to this Agreement. Non-acceptance will result in the immediate termination of this Agreement and you agree to comply with the destruction of all digital copies of the Webfont Software in your possession.

5c. This Agreement encompasses the entire understanding of the license shared between Positype and You and supersedes all prior arrangements or agreements written, spoken, or otherwise.

Article 6: Termination Of Agreement

The Agreement shall automatically terminate upon failure by you or any of your authorized agents to comply with its terms. The termination of the Agreement shall not preclude Positype from suing you for damages of any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of Positype.

Article 7: Contact and Communication
All inquiries or communications may be submitted through the Contact form provided on Positype hosted on its website www.positype.com.

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Swash and Kern LLC.
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