please take note: By installing the Font Software that is the subject of this License, you are agreeing to the terms of the License. If you don’t understand anything in this License, ask us!
- Darden Studio hereby grants this end user license (“License”) to you as Licensee, pursuant to which you have the non-transferable, limited, and non-exclusive right to install, use, reproduce, and display the font software identiﬁed above (“Font Software”) solely by the maximum number of computers or other electronic devices entered above (“CPUs”), in the production of human-readable text. You are permitted to make and keep one back-up copy of the Font Software. You are responsible to ensure that all persons who operate your licensed CPUs abide by this License.
- The governing principle is that there is no limit on the number of CPUs (but not to exceed the licensed maximum) that are simultaneously capable of accessing and operating the Font Software, so long as all such CPUs are owned by you or your subcontractors and are being used by you and the subcontractors’ direct employees. If you give away or sell a CPU, you must remove the Font Software from it before doing so. If the Font Software is hosted on a server on an internal network and is served to other CPUs, the only CPUs that may access the Font Software from the server are the CPUs covered by this License.
- The License permits you to use the Font Software to create digital displays for viewing purposes and printed documents for distribution to unlicensed parties if, and only if, the Font Software is expressed in a static document format that permits only the viewing and printing (and not the editing, altering, enhancing, or modifying) of “live” text in the document, page, or image. If persons or companies not covered by this License wish to manipulate the design or text of documents using the Font Software, they will separately need to obtain a license from Darden Studio for the CPUs they will use to do so.
- The License permits you to provide the Font Software or documents containing the Font Software to printing vendors to reproduce jobs speciﬁed by you, provided that you ensure that the vendors delete or return the Font Software to you at the conclusion of rendering services.
- By way of illustration and not limitation, if you or your subcontractors design a logo or create a brochure using the Font Software, you may provide it to unlicensed parties in a static raster image format (e.g., a PNG, JPEG, GIF or TIFF), a static vector image format (e.g., a PDF or EPS ﬁle created using the “Create Outlines” command in Adobe InDesign or Illustrator), or a secured image format (e.g., a “protected,” “subset embedded,” “non-editable” Flash SWF ﬁle for distribution on the web). You may provide PDFs, live mechanicals or Font Software to printers or service bureaus for the duration of a print job.
- Any distribution or use of the Font Software not speciﬁcally covered in subsections ‘a’ through ‘e’ will require an addendum to this License (if by you) or a separate license (if by someone else). this includes, for example, character addition or modiﬁcation by you or a third party; embedding of the Font Software in PDFs or other documents for distribution to the general public; use of the Font Software on a workgroup or internet server; and inclusion of more than 22 glyphs of the Font Software’s character set as an integral part of the surface or user interface of any kind of commercial product (as distinguished from product packaging), including but not limited to apparel, ﬁrmware, software, hardware, OEM, or ISV.
- You are prohibited from converting, porting, decompiling, reverse engineering, disassembling, adapting or modifying, in whole or in part, the Font Software. You agree that any violation of this provision will render you liable for damages calculated on the basis of Darden Studio’s highest charges for font software development.
- You are prohibited from distributing, transmitting, leasing, loaning, selling, or sub-licensing, in whole or in part, the Font Software, to any third party, subsidiary, afﬁliate, assignee, customer, or agent, except as permitted in subsections ‘a’ through ‘e.’ You are required to implement reasonable security precautions, protocols, and protective measures to prevent the unauthorized use, distribution, duplication, transmission, or dissemination of the Font Software.
- If during the period of the License Darden Studio so requests, you will provide within thirty (30) days’ of the request a complete accounting of the computers (with appropriate identiﬁcation information, including serial numbers) upon which you have installed the Font Software, certiﬁed by an ofﬁcer of the company. In addition, upon reasonable notice, Darden Studio may, either through its own employees or through a third party at Darden Studio’s discretion, audit your records and computer equipment to verify compliance with the terms of the License. If the audit reveals any use in violation of this License, in addition to Darden Studio’s other remedies, you will be required to reimburse Darden Studio for the costs of conducting the audit. Your failure to comply with these accounting and audit provisions is grounds for Darden Studio’s termination of this License by written notice to you.
- This License is subject to termination if you violate any of the terms and conditions stated herein. Darden Studio will give you written notice of the violation, and you shall have ﬁfteen (15) days after the date of the notice to cure the violation. If the violation is not cured within that period, this License may thereupon be terminated by Darden Studio by written notice to you. No fees shall be refundable to you upon termination. Upon termination of this License, you must destroy the Font Software and all copies thereof, in part or in whole, and in all forms of media. You must promptly submit a declaration signed by an ofﬁcer of the company that attests to the destruction of the Font Software in conformance with this License. the termination of the License is without prejudice to Darden Studio’s entitlement to damages for a violation of the License. For example, if you violate subsection ‘g,’ you will be required to pay damages as described in that subsection.
- All rights not expressly granted by Darden Studio to you are hereby reserved to Darden Studio; without limiting the generality of the foregoing, Darden Studio retains all right, title, and interest of whatsoever nature (including all intellectual property rights) in the Font Software and in all legally protectable elements and derivative works of the Font Software, regardless of by whom paid for or developed.
- Darden Studio disclaims and makes no warranties, express or implied, concerning the Font Software, including, without limitation, any implied warranties of merchantability or ﬁtness for a particular purpose. Darden Studio does not warrant that the Font Software will operate uninterrupted or error-free.
- If the Font Software delivered to you is corrupted or delayed during transit or is found to otherwise contain a ﬂaw that can be reproduced by Darden Studio in its review of the Font Software, Darden Studio will replace it with the same Font Software. Darden Studio cannot give refunds, and an exchange will only be made in the case of a defect.
- In no event will Darden Studio be liable to you or any other person or entity for any indirect, incidental, consequential or punitive damages, including loss of proﬁt or goodwill, for any matter arising out of or relating to the subject matter of this License. Darden Studio’s total liability for damages, if any, will be limited to the total fees paid by you to Darden Studio hereunder.
- You are reminded that this License is non-transferable. You may not assign your rights, duties, or obligations under this License to any other person or entity, in whole or in part, without the prior express written consent of Darden Studio. If someone else would like to use the Font Software, the appropriate solution is to purchase a license.
- No waiver of any provision of this License or of any right or remedy hereunder will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, course of dealing with respect to, or partial exercise of any right or remedy hereunder will constitute a waiver or relinquishment of any other right or remedy, or future exercise thereof.
- All notices must be in writing and will be deemed to be delivered when received by electronic mail; by certiﬁed mail, postage prepaid, return receipt requested; or by a nationally known overnight mailing service, directed to the parties at the respective addresses given above or to such other address as either party may designate to the other party by notice given in conformance with this subsection.
- This License shall be governed by, and construed in accordance with the laws of the State of New York, excluding its rules governing conﬂicts-of-law. Any dispute relating to this Agreement will be decided solely in the courts located in the State and City of New York, and the parties irrevocably submit to the personal jurisdiction of said courts for that purpose. In the event of your violation of any of the provisions of this License, Darden Studio will be entitled to an award of its reasonable attorney’s fees, and in that regard reasonableness will be based on the legal services reasonably required to enforce the License and not based upon the dollar amount, if any, of the award against you.
- Your installation of the Font Software constitutes your acceptance of all of the provisions contained in this License, which constitutes the complete and binding agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.