Terminal Design, Inc. End User License Agreement

End User License Agreement for all Terminal Design font software except for the ClearviewHwy® Font Software.

PLEASE READ THIS DOCUMENT CAREFULLY and we recommend that you print a copy for your reference. This End User License Agreement (the “Agreement” “EULA,” “License,” “Agreement” or “License Agreement”) is a legal agreement between you and Terminal Design, Inc. (“Terminal”) and becomes a binding contract between you and Terminal Design, Inc. This Agreement governs the terms of use the Font Software and the design of the Fonts embodied therein (collectively, “Font Software”), together with any media, printed materials, electronic documentation, updates, add-ons, artwork, web services and any other material that may be associated with the product now or in the future. This Agreement becomes effective (a) when you click on the area marked “ACCEPT LICENSE AGREEMENT,” or (b) as a compressed archive delivered via e-mail attachment, when you open the package in which the font is contained. If you do not wish to enter into this Agreement, do not purchase, access, use or otherwise download or install the Font Software.

1. Upon payment in full, Terminal will grant you a non-exclusive terminable License to the Font Software that accompanies this EULA. Use of the Font Software is limited to Personal, Internal Business use and, if applicable, for the Application uses identified below. For the purposes of the License, “Font Software” shall be defined as the design of the Fonts together with the Font Software which, when used generates typeface and typographic designs and ornaments. Personal or Internal Business Use shall mean Use of the Font Software for your customary personal or internal business purposes and, except as may otherwise permitted herein, shall not mean the commercial distribution or use of Font Software or any component thereof in any Commercial Product whatsoever. You hereby agree that the Font Software shall further comprise all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software. The Font Software shall be deemed to include any upgrades, updates, related files, permitted modifications, permitted copies, and related documentation.

2. THE USES LICENSED UNDER THIS AGREEMENT ARE IDENTIFIED ON YOUR PAYMENT RECIEPT.
a. Description of type of uses that may be licensed to you. NOTE: YOU MUST REFER TO YOUR RECEIPT FOR THE USES YOU ARE ENTITLED TO AND ANY RELATED LIMITATIONS UNDER YOUR PARTICULAR LICENSE.
b. Desktop Uses are permitted for the number of users identified in your receipt and other rights will be identified on your Receipt.
c. Any applicable App License is solely for the party identified in the relevant invoice and may not be used for the benefit of any third party. No webfont use license is granted herein. Use of the Font Software as a webfont and/or for the benefit of any third party requires the purchase of one or more special licenses. If you are not sure whether your intended use is permitted under this License, contact Terminal Design.
d. PDF E-PUBLICTION EMBEDDING. If you have purchased a license to use Terminal Design Fonts embedded in the PDF format you are permitted to transmit PDF formatted documents over the Internet under your License, if so identified on our Receipt. The embedding of the Font Software in PDF documents used or accessed in electronic readers and mobile devices for use with electronic publications is further permitted. Altering or amending the embedding bits characteristics of the Font Software is expressly prohibited when using the Font Software in any electronic document that is distributed to the general public where the editing, alteration, enhancing, or modification of the Font Software is enabled is not permitted.

3. This License is specific to the Licensee and the permitted uses may be limited and cannot be transferred to another party. Agencies, design service providers or providers of web related services or others responsible for creating PDF Documents for the benefit of third party clients may not use and/or share the Terminal Design Font Software for any other party. Each user of Terminal Font Software must purchase a license that is proper for its own uses.

4. If permitted under your License, when using the Font Software in Apps, Licensee agrees to exercise reasonable efforts to obfuscate or otherwise prevent the use of the Font Software from unauthorized access or use by third parties.

5. The license granted herein for personal use does not extend to uses by temporary employees or independent contractors using the Font Software in professional environments or for other professional uses. Under such circumstances your employer and/or the ultimate end user are also required to purchase a license appropriate for the scope and nature of their usage.

6. You are not permitted to use the Font Software in the creation of certain types of commercial products. For the purposes of this Agreement, “Commercial Product” shall mean an electronic document 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 in exchange for a separate fee or other consideration. By way of example, not limitation, an electronic book or electronic 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 or a receipt for purchase of tangible goods such as clothing) shall not be considered a Commercial Product.

7. You are permitted to electronically distribute a “Personal or Internal Business Use” document (that is, a document other than a Commercial Product as defined above) (i) that is in a static graphic image (for example, a “gif”) or in an embedded electronic document, and (ii) which is distributed in a format that permits only the viewing and printing (and not the editing, altering, enhancing, or modifying) of such static graphic image or embedded document. Personal or Internal Business Use shall not include any Use of the Font Software by persons that are not members of your immediate household, your authorized employees, or your authorized agents. All such household members, employees and agents shall be notified by you as to the terms and conditions of the Agreement and shall agree to be bound by it prior to Use of the Font Software.

8. Terminal, its successors and assigns, retain all right and title in and to the Font Software together with the design of the Font embodied therein together with any trademarks used in connection therewith. Except as may be otherwise expressly permitted herein, you agree not to copy the Font Software or create derivative works based upon the design of the Font or the Font Software. You hereby agree that the design of the Font and the Font Software and that the unauthorized use of the design of the Font or the Font Software is an infringement of Terminal Design’s exclusive rights and causing significant monetary harm. All rights not expressly granted herein are reserved to Terminal Design. Terminals rights and remedies in the event of an infringement shall be cumulative in nature.

9. Installation of the Font Software on a server that can be accessed via the Internet or other external network system is also permitted if the Users are licensed. You may install and Use the Font Software on a single file server, if licensed under this Agreement. Use of such Font Software is limited to those workstations and printers licensed under this Agreement.

10. You may not alter Font Software in any manner whatsoever. Reformatting the Font Software into other formats or for use in other operating systems is expressly prohibited. Altering or amending the embedding bits characteristics of the Font Software is expressly prohibited. The Font Software may not be used to create or distribute any electronic document in which the Font Software, or any part thereof, is embedded in a format that permits editing, alterations, enhancements, or modifications by the recipient of such document. You hereby agree not to transmit any electronic document to any party that intends to “hack,” edit, alter, enhance, or otherwise modify or remove the Font Software any document.

11. You may make a reasonable number of back-up of the Font Software for archival purposes only and you agree to retain exclusive custody and control over any such copies. Upon termination of the Agreement, you must destroy the original Software and any and all copies of thereof and certify the same in writing. The unauthorized sharing, lending, renting, sale, or other unauthorized use or misuse of the back-up copies is a material breach of this Agreement and will result in the immediate termination of this License.

12. You may take a digitized copy of the Font Software used for a particular document, or Font Software embedded in an electronic document, to a commercial printer or service bureau for use by the printer or service bureau in printing such document provided that the printer or service bureau represents that it shall destroy any and all copies of the Font Software upon completion of its work.

13. The design of the Font, the Font Software and any trademarks associated therewith are the exclusive property of Terminal Design, Inc. and are protected by the copyright and other intellectual property law of the United States and its various States, by the copyright and design laws of other nations, and by other international treaties. You agree to treat the Font Software as you would any other copyrighted material, such as a film or book. Except as otherwise expressly provided for herein, you may not copy the Font Software. 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.

14. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the Font Software. For the purposes of this Agreement, transmission over a WAN shall not be considered the modification, adaptation, translation, reverse engineering, decompilation, disassembly or alteration of the Font Software. Some jurisdictions may provide for additional rights, and if applicable, you may reverse engineer or decompile the Font Software only to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided by Terminal Design upon written request). All trademarks shall be used in accepted trademark practice, including identification of the trademark owner’s name. Use of the trademarks associated with the Font Software inures solely to the benefit of Terminal. You may not change any trademark or trade name designation for the Font Software.

15. Limitations to Use. Use of Terminal Design Font Software in the following circumstances and/or applications is NOT permitted without first obtaining express written permission and, if applicable, the appropriate licensing upgrade. In order to obtain a license upgrade, you must contact Terminal Design at info@terminaldesign.com for more information. If you are unsure whether your use of the Font Software is specifically permitted under this Agreement, contact Terminal Design:

a) ALPHABET OR LETTERFORM- RELATED PRODUCTS FOR RESALE;
b) BROADCAST or FILM;
c) ELECTRONIC DEVICE OR GAME EMBEDDING; and
d) SOFTWARE EMBEDDING.

i) Letterform or Alphabet Products include, but are not limited to, signage and/or scrapbooking uses involving reproductions of individual letterforms, use in the creation of signage or numbering products, rubber stamps, die-cut products, stencil products, tattoo, flash, or adhesive sticker alphabet products or any other product containing any image of or derived from the design of the Font embodied in the Font Software of which any likeness of the alphabet can be reproduced.
ii) The embedding or other use of the Fonts or the outlines thereof, in works distributed electronically and/or via physical media for sale is prohibited under this License. Any such use requires the express written permission of Terminal Design and may or may not require the purchase of a license upgrade at the sole discretion of Terminal Design.
iii) You may not use artwork, drawings or dingbats on goods for sale, in logo design, retail packaging or point of sale displays and in works that are printed in amounts greater than 500,000 impressions. Any such use requires the purchase of a license upgrade.
Terminal Design expressly reserves the right to grant or deny any license for any such uses.

16. Broadcast and Film Usage refers to the use of the Font Software in titling, credits or other forms of attribution with any on-screen broadcast via television, Internet or motion picture titling. For use in film, flash-type movies, on the Internet, or in television broadcasts. The terms of this License are limited to an annual broadcast season or the initial release and broadcast usage licensing must be renewed prior to following season (whether original or re-rerun, both foreign and domestic) to retain usage and proper licensing. Additional licensing options are available.

17. Embedded Electronic Devices includes the use of the Font Software for any on-screen display or on an electronic device outside a single location. For example, and not by way of limitation, such electronic devices include a kiosk, gaming devices, embroidery, cutting device or sewing machines. Use of the Font Software to create a Company Logo is permitted only upon the purchase of a license upgrade. The Font Software may be embedded and resident within an electronic device provided it cannot be extracted from the device. NOTE: This restriction does NOT include laptop/notebook CPUs which are defined as a standard device in this License Agreement.

18. Terminal Design Font Software is licensed for use at the location of the computers, server(s) and those locations licensed under this License. Use of the Font Software in locations or by WAN or in manners not identified on your Receipt requires the purchase separate or additional licenses. You may contact Terminal Design at info@terminaldesign.com for custom licensing information.

19. Except as may be otherwise expressly provided for herein, you expressly agree not to rent, lease, sublicense, give, lend, or further distribute the Font Software. You may transfer certain of your rights under this Agreement. The WAN usage provisions, if applicable and if identified on your receipt, are specific to you and are NOT TRANSFERABLE.

20. Terminal warrants that the Font Software will perform substantially in accordance with its documentation for ninety (90) days following delivery of the Font Software. To make a warranty claim, you must either return the Font Software to the location from which you obtained it together with a copy of your sales receipt or, if acquired on-line, contact the on-line provider with sufficient information regarding your acquisition of the Font Software to permit the confirmation of the effective date of this License. Terminal hereby EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TERMINAL DOES NOT WARRANT THAT THE OPERATION OF THE FONT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE FONT SOFTWARE IS WITHOUT DEFECTS. UNDER NO CIRCUMSTANCES SHALL TERMINAL BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE FONT SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. You hereby agree that your entire, exclusive, and cumulative liability and remedy shall be limited to the cost of the Font Software. Under no circumstances shall Terminal’s liability to you exceed either the refunding of the cost of the Font Software or replacement of the Font Software either of which shall be at Terminal’s sole discretion.

21. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages or implied warranties. 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.

22. You expressly agree that this Agreement shall be governed by the laws of the State of New York, U.S.A., as they apply to contracts wholly performed therein and without respect to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. You expressly submit to the jurisdiction of the state and federal courts in the State of New York, USA. You hereby expressly agree that the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

23. 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 are determined to be deemed non-waiveable as a matter of law and to supersede the rights or any limitations 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 any such right. This Agreement may, at Terminal Design’s sole discretion, be enforced by an authorized agent acting on its behalf.

24. You acknowledge that you have read this agreement and understand it and that by using the software you will be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between Terminal Design and you which supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. No variation of the terms of this Agreement or any different terms will be enforceable against Terminal Design in the absence of an express written amendment or consent, including a written express waiver of the affected terms of this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced by Terminal with a provision that effects the intent of the invalid provision.

25. Terminal Design expressly reserves the right to amend or modify this License Agreement at any time and without prior notification, to the extent permitted by law.

26. The Agreement shall automatically terminate in the event you or any authorized user breaches the terms set forth herein. Notwithstanding any termination of this License, Terminal Design expressly reserves any and all other remedies under equity or law. The Agreement may only be modified in a writing signed by an authorized officer of Terminal Design.

27. You agree to be responsible for your compliance with all laws, foreign and domestic relating to the control of exports or the transfer of technology. If you are purchasing this License for government use, or under a government contract, you agree to familiarize yourself with and follow any applicable rules and regulations relating to the purchase of a license to use software and the actual use thereof.

Terminal Design’s mailing address is 125 Congress Street, Brooklyn, NY 11201. All inquiries may be sent via e-mail to info@terminaldesign.com. Terminal Design’s website is located at www.terminaldesign.com

TERMINAL DESIGN
Webfont End User License Agreement

THIS IS A LEGAL AGREEMENT, by accessing, downloading, installing or using the TERMINAL DESIGN (“Terminal”) Type Font Software you expressly agree to the following terms:

1. This License is directed to use of the TERMINAL DESIGN Type Font Software as webfonts (“Fonts” or “Software” or “Font Software” or “Webfonts”). Downloading and/or using the Terminal Webfonts for use on a desktop, laptop or workstation or for installation on a server is controlled and only permitted under a different license agreement which must be purchased separately. If you cannot or do not agree to the terms of this license, do not access download or use the Software.

2. The Font Software will be transmitted for your use in one of the following formats: EOT, WOFF, SVG or TTF. Terminal reserves the right to include, change or omit additional formats at its discretion at any time. You expressly agree to use the Font Software made available by Terminal. You are not permitted to convert Terminal Design Font Software to other formats or for use in other manners other than as identified herein.

3. THE USES LICENSED UNDER THIS AGREEMENT ARE IDENTIFIED ON YOUR PAYMENT RECEIPT.
a. Description of type of uses that may be licensed to you. NOTE: YOU MUST REFER TO YOUR RECEIPT FOR THE USES YOU ARE ENTITLED TO AND ANY RELATED LIMITATIONS UNDER YOUR PARTICULAR LICENSE.
b. Use of the Terminal Font Software is permitted on the websites identified on your receipt.
c. This License is solely for the party and websites identified in the relevant invoice and may not be used for the benefit of any third party. No Desktop or Applications (“App”) or PDF or E-Publication licenses are granted herein. Use of the Font Software on desktop computers and/or Apps and/or PDF or E-Publication or use in e-books or for the benefit of any third party requires the purchase of one or more special licenses. If you are not sure whether your intended use is permitted under this License, contact Terminal Design.

4. This non-exclusive, revocable license grants you limited rights to use the Terminal Font Software to style HTML and SVG documents using the CSS @font-face implementation syntax/rule. Other embedding or linking uses or techniques, such as PDF, EPUB, iOS and/or Android operating system based applications is not permitted.

5. The Font Software is licensed only for use on specific Internet domains identified on your receipt. The identity and/or list of domains may be amended or modified only with the express written permission of Terminal. The Font Software may be used on any number of sub-domains of the licensed domain names permitted under this License or as later modified by the agreement of the Parties.

6. The Font Software is licensed for the domains, and a defined number of unique monthly visitors in total, as identified on your receipt. If the maximum number of allowed unique visitors is exceeded for three (3) consecutive months, the purchase of an additional license is required. Terminal reserves the right to inspect or monitor your usage.

7. The terms and price associated with this License are based upon the domain names, maximum unique. If you anticipate an increase in unique visitors, increase in the number of domains you should notify Terminal as early as possible. You are not entitled to a refund, offset or other adjustment in the event of a reduction in the number of domains, reduction of the number of unique viewers, irrespective of the reasons.

8. You agree to exercise commercially reasonable efforts to prevent the use of any process or method that allows hot-linking, re-serving or re-directing access to and/or use of the Web Font Software by unlicensed parties. The use of third party software hosting or font hosting services for the purposes of using the Font Software licensed under this Agreement is not permitted without the express written permission of Terminal.

9. The use of the Font Software for use in web accessible forms is permitted. However, any other editable use of the Software, such as in templates where font styles can be selected or for use in the creation of customizable designs or products requires the purchase of a separate license.

10. The Font Software is the exclusive property of Terminal. All right, title and interest in and to the Font Software, the design of the Fonts embodied therein, all copyrights and trademarks, trade names and service marks associated therewith are the exclusive property of Terminal.

11. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or alter, the Webfonts, the Font Software or the designs embodied therein. The Font Software, the Webfonts and/or documentation may not be sublicensed, sold, leased, rented, lent, shared, re-served or given away.

12. You are not permitted to redirect or otherwise use the Software for the benefit of unlicensed third parties. If you anticipate using the Font Software for the creation of a third party website or for the use by third parties not identified in your license you or the third party must purchase appropriate licenses and ensure that your client or the end user is properly licensed.

13. The creation of any derivative works and/or designs based upon or of the Font Software or the designs embodied therein is expressly prohibited. This term is contractual in nature. Any derivative work created which use, incorporate or is otherwise based upon the design of the Fonts or otherwise incorporates any of the Font Software, including, but not limited to, other software, EPS files, Applications (“Apps”) or other works, are considered derivative works and any derivative work shall be the sole and exclusive property of Terminal and shall be subject to the terms and conditions of this License. Derivative works, if any and whether permitted or not, may not be sublicensed, sold, leased, rented, lent, or given away without the express written permission of Terminal. Terminal shall not be responsible or liable for the fitness or suitability for use or accuracy of any derivative works not created and/or supplied by Terminal.

14. The License granted herein is specific to You and You may not, absent the express written permission of Terminal, be transferred, loaned, sold or assigned. All rights not expressly identified and granted herein are expressly reserved to Terminal.

15. The Terminal Font Software is protected under domestic and international trademark, copyright law. You may, but are not required, to identify Terminal Design as the owner in any design or production credits.

16. Any breach of the terms of this Agreement shall be cause for immediate termination without the obligation of notice or opportunity to cure. In the event of termination, Terminal shall be entitled to seek any and all remedies, under law or equity, including injunctive relief, without the obligation of bond or other assurance. Upon termination You agree to immediately discontinue using and certify that no copies remain in your possession or control.

17. Except as may be otherwise expressly stated herein, TERMINAL DESIGN MAKES NO WARRANTIES, EXPRESS OR IMPLIED AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. THE FONT SOFTWARE WAS NOT MANUFACTURED FOR USE IN MANUFACTURING CONTROL DEVICES OR NAVIGATION DEVICES OR IN CIRCUMSTANCES THAT COULD RESULT IN ENVIRONMENTAL DAMAGE OR PERSONAL INJURY OR DEATH. TERMINAL DESIGN DOES NOT REPRESENT OR WARRANT THAT THE FONT SOFTWARE OR WEB FONTS WILL BE OPERABLE IF CURRENT TRANSMISSION, OPERATING SYSTEMS AND INTEROPERABILITY STANDARDS CHANGE. WITHOUT LIMITING THE FOREGOING, TERMINAL DESIGN SHALL IN NO EVENT BE LIABLE TO THE LICENSED USER, ITS INTERNET WEBSITE VISITORS OR THE SPEEDS OF THEIR CONNECTIONS OR THEIR DEVICES OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, ARISING OUT OF THE USE OR INABILITY TO USE THE FONT SOFTWARE. UNDER NO CIRCUMSTANCES SHALL TERMINAL DESIGN’S LIABILITY EXCEED THE REPLACEMENT COST OF THE SOFTWARE OR THE TERMINAL DESIGN WEBFONT SOFTWARE LICENSE FEE.

18. The Terminal Design Webfont Software End User License Agreement is subject to the law of the State of New York as they relate to contracts entered into and wholly performed therein and without regard to its conflict of laws principles or the conflict of laws principles of any other jurisdiction. You expressly consent to the personal jurisdiction of the state and federal courts of New York for the resolution of any disputes arising out of or related to this Agreement and you consent and agree to service of process by Certified Mail, return receipt requested and expressly agree to waive any defenses or objections arising by reason of the jurisdiction and forum selected by Terminal Design for the resolution of any dispute. By downloading, accessing and or installing the Font Software or Web Font Software, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this License Agreement.