End User License Agreement
attention, please: 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!
IF YOU HAVE LICENSED A TESTING FONT, READ SECTION FOUR FIRST,
which describes limitations that apply specifically to Testing Fonts.
- 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 directly install solely on the maximum number of computers or other electronic devices entered above (“CPUs”) and to use, reproduce, and display the font software identified above (“Font Software”), in the production of human-readable text. If a brand is identified above, the License is limited to uses associated with the brand. You are responsible to ensure that all persons who operate your licensed CPUs abide by this License. You are permitted to make and keep one back-up copy of the Font Software. This License is perpetual, subject to section 1(j).
- Any number of CPUs up to the licensed maximum may be capable of accessing and operating the Font Software, so long as all such CPUs are owned by you and are being used by you and your direct employees. If the Font Software is hosted on a server, the number of CPUs must be at least the total of server CPUs plus all CPUs that can access the Font Software. If your server is accessible by persons who are not permitted to use the Font Software, you must ensure that only authorized CPUs and users may access the Font Software from the server. If you give away or sell a CPU, you must remove the Font Software from it before doing so.
- 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 text in the document, page, or image.
- You are permitted to provide the Font Software or PDFs or live mechanicals containing the Font Software to unlicensed 2D 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. Apart from this exception, 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.
- By way of illustration, if you are a designer and use the Font Software to create artwork or text, you may provide it to unlicensed parties (including your client) only 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,” or “non-editable” Flash SWF file for distribution on the web). If you want to send your client a file that permits the client to edit, alter, enhance or modify the Font Software, your client will need to purchase its own license to use the Font Software. Similarly, if you are a person or company that hires a design studio to create a project for you, you are not permitted to share the Font Software with the design studio except in a static image; otherwise, the designer must separately obtain the Font Software from Darden Studio and will receive its own license.
- Use of the Font Software is limited to customary personal or internal business purposes, as described in subsections 1(a) through (e). Any different distribution or use of the Font Software is subject to agreement to an addendum to this License, including self-hosted web and application embedding, as well as embedding the Font Software in any file format for distribution to unlicensed users. An addendum is also required for use of the Font Software’s characters as a product or as an integral part of the surface or user interface of any kind of product, except in a static format in books, magazines and product packaging and inserts (such as a user manual).
- 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 and the license for the use.
- 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 sections 1(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 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 at least 10 days' advance notice, Darden Studio may, either through its own employees or through a third party at Darden Studio’s discretion, inspect your records and computer equipment to verify compliance with the terms of the License. If the inspection reveals a 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 inspection. Your failure to comply with these accounting and inspection provisions is grounds for Darden Studio’s termination of this License by written notice to you. Darden Studio will treat all information to which it has access in the inspection in confidence except as may be reasonable to enforce the License.
- This License is subject to termination if you violate any of the terms and conditions stated herein. At Darden Studio’s option, it may offer you an opportunity to cure the violation in an appropriate manner within a prompt timeframe. (For example, if the violation resulted from a failure to respect the EULA CPU limitation, Darden Studio may require that you expand the License to unlimited users so that this will not require policing in the future.) Upon termination of this License, you must destroy the Font Software and all copies thereof, as well as all materials containing the Font Software 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 and materials in conformance with this License. No fees will be refundable to you upon termination. The cure of a violation or the termination of the License is without prejudice to Darden Studio’s entitlement to damages (for example, if you violate section 1(g), you will be required to pay damages as described in that subsection) and to its costs, including attorney’s fees, pursuant to section 3(f).
- 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.
- In consideration of the fact that Darden Studio does not limit this License to a specific term of years and that it is not possible to foresee technological innovations that may materially impact usage of the Font Software (such as, for example, the invention of 3D printing), Darden Studio reserves the right to unilaterally amend the terms of the License in the event that any provisions herein are rendered obsolete or incomplete by new or changed technology, effective as of the date of publication of notice of the amendment on Darden Studio's website.
- In the event of multiple license purchases by you for the same Darden Studio font family (i.e., for additional styles and/or additional CPUs), if there are any differences in the terms between or among the EULAs issued in connection with the purchases, the terms in the most recent EULA will be deemed adopted by you and Darden Studio (except insofar as the terms thereof are specifically contradicted by any addenda that have been issued to you in connection with prior EULAs and that are not amended in connection with the most recent EULA) to govern your use of all Font Software supplied to you under all such EULAs.
- If you use the Font Software in a project for which design credits are published, the credits should include a credit naming the Font Software "by Darden Studio."
- The Font Software is provided "as is." Darden Studio disclaims all warranties, express or implied, of merchantability or fitness for a particular purpose or otherwise with respect to the Font Software.
- Without limiting the generality of the foregoing disclaimer, Darden Studio does not warrant that the Font Software will operate uninterrupted or error-free. If the Font Software at the time of delivery 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 provide replacement Font Software for the same font styles. 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.
- Some jurisdictions do not allow the exclusions of warranty limitations in connection with purchases by consumers. This disclaimer section will be deemed amended to the extent that you are provided rights by consumer statutes and regulations in those jurisdictions that override any provisions herein.
- You are reminded that this License is non-transferable. You may not assign your rights 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. Except as specifically permitted in the License, you are not authorized to copy, share or lend the Font Software. If someone else would like to use the Font Software, including one of your vendors other than a 2D printer, 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 the 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.
- Darden Studio is not obligated to provide upgrades or updates of the Font Software for any reason. If upgrades and updates are offered, they will be the subject of a new license, which may have new terms and/or fees. Your acceptance of an upgrade or update will automatically terminate this License and your right to use the version of the Font Software covered by this License.
- 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, at the address given above for the party to whom the notice is directed or to such other address of which the sending party has previously received 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. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this EULA. 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 payment by you of the cost, including reasonable attorney’s fees, incurred by it to investigate and address the violation and to enforce the License.
- 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.
Testing Fonts: Special Provisions
Certain of the rights stated hereinabove for a basic license are not granted for "Testing Fonts," which are identified with the word "Testing" in the font name.
- The rights described in section 1(a) are limited to human-readable text that is not communicated to anyone outside of the design and approval team and is not published or publicized in any manner. For example, you may use the Font Software to test whether the Font Software satisfies your own or a client's technical and creative requirements, including in design proposals you submit to a client for its consideration. In order to use the Font Software in final work and/or publish it or otherwise render it pubic, you or you client must have a basic (non-testing) license and any addenda that may apply to the use.
- The right described in section 1(d), to provide the Font Software to unlicensed 2D printing vendors, is not granted to you under a testing license.
- The illustration included in section 1(e) of a secure image format is not applicable to a testing license, since no text created under a testing license may be distributed on the web.
- The first sentence in section 1(f) is limited by the restrictions recited in sections 4(a)-(c).
We are very appreciative that you have chosen to purchase a Darden Studio font. Thank you for reading these EULA provisions carefully to be sure you understand the terms and conditions in connection with your purchase. We suggest that you keep a copy of the EULA for future reference, and be sure to contact us if in doubt about any of your rights and obligations under the License.