EULA

Updated as of: November 5, 2021

OTF END USER LICENSE AGREEMENT

This App Embedded Font End User License Agreement (this “Agreement”) is a legal agreement between you and Order Design, LLC [d/b/a Order Type Foundry] ( “OTF”) and governs the license and use of the specific typeface font computer software program, together with any related documentation, updates, and permitted copies thereof (the “Font Software”) purchased and downloaded from OTF’s website located at [order.design/otf]. You and OTF may be referred to together herein as the “Parties,” and each, a “Party.”

YOUR DOWNLOAD, ACCEPTANCE AND USE OF THE FONT SOFTWARE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

APP

APP LICENSE; PERMITTED USES.
License Grant. Subject to the terms and conditions hereof, OTF hereby grants to you, a revocable (only in the event of a material, uncured breach of this Agreement by you), limited, non-exclusive, royalty-free, non-transferable, non-assignable (except as expressly permitted herein), non-sublicensable right and license to install and use the Font Software solely by you and your employees and contractors solely in connection with the Applications (as defined herein) (the “App License”). The Font Software may only be accessed within the Application or the applicable device. You may distribute Applications with the embedded Font Software to third parties. As used in this Agreement, “Applications” means any application that can be installed on mobile operating systems. You are permitted to use the App License solely in connection with a single Application. This Application may be amended or modified only with the express written permission of OTF. The use of the Font Software for static, dynamic or editable text is permitted hereunder, however, any use of the Font Software in editable text for the purpose of end user created designs, such as in templates, adding text to photographs or the creation of products requires the purchase of a separate license. You may make backup copies of the Font Software for archival purposes only, provided that you retain exclusive custody and control over such copies.
Webforms. The use of the Font Software for static or dynamic forms is permitted provided that you do not use the Fonts as a tool or resource for third parties to create customized products or documents. You must purchase a special license for any use of the Fonts in editable text, including for the purpose of end user created designs, such as in templates, adding text to photographs or the creation of products requires the purchase of a separate license.
Unique User. A unique user is a distinct mobile device connecting to your Application. The average monthly traffic of your Application, measured in unique users over the span of six consecutive months, must not exceed the amount purchased at checkout. If the maximum number of allowed unique users is exceeded for three (3) consecutive months, the purchase of an additional license is required. The terms and price associated with this license are based upon the Application names and maximum unique users. If you anticipate an increase in unique users, increase in the number of Applications or an election to not renew this App License, you should notify OTF as early as possible. You not entitled to a refund, offset or other adjustment in the event of a reduction in the number of Applications or reduction of the number of unique users, irrespective of the reasons.
LICENSE RESTRICTIONS; AUDIT RIGHTS.
License Restrictions. In addition to other prohibited uses described in this Agreement, you shall not be permitted to do any of the following:
Copying. Copy the Font Software, except as expressly permitted by the App License;
Modifying or Creating Derivative Works. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Font Software, including, without limitation, by (A) converting the Font Software into another font format or into vector outlines and/or rasterized bitmaps; (B) translating the Font Software into other platforms (e.g., UNIX); (C) creating additional characters, accents, symbols, or typeface weights (e.g. italics, extrabold, etc.) from the Font Software or any portion of it; (D) altering the style of the Font Software to create an altered family (e.g. change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight); (E) extending the language coverage of the Font Software; or (F) changing the name of the Font Software;
Reverse Engineering. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Font Software or any part thereof;
Removing Proprietary Rights Notices. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Font Software, including any copy thereof;
Transferring/Sublicensing. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Font Software, or any features or functionality of the Font Software, to any third party, including, without limitation, any advertising or other agency, client, printers, or parent, subsidiary, or affiliated company of yours, for any reason, including by making the Font Software available on a network where it is capable of being accessed by more than one device at any time;
Disabling Security Features. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Font Software.
Audit. OTF reserves the right to inspect or monitor your usage, and if OTF has good faith reasons to believe that you are exceeding your permitted usage, OTF may request that you provide a certified report of your usage to OTF within five (5) business days of your receipt of such notice from OTF.
FEES. The fee paid to download the Font Software is the full and complete consideration for the App License. Each Party will pay all taxes for which such Party is responsible under any law or regulation when such taxes are due.
TERM; TERMINATION.
Term. This Agreement will commence on the date of your purchase and download of the Font Software and continue until terminated by either Party as permitted under this Section 4.
Termination. In addition to any other available remedies under applicable law, either Party may terminate this Agreement (i) if the other Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other Party or its business or (ii) upon a material breach of this Agreement by the other Party that is not cured within thirty (30) days of the breaching Party’s receipt of written notice identifying the matter constituting the breach.
Survival. All provisions hereof which by their nature should survive expiration or termination of this Agreement shall continue in full force and effect upon the occurrence thereof.
INTELLECTUAL PROPERTY. You agree and acknowledge that you do not acquire any ownership interest in or to the Font Software under this Agreement or any other rights thereto other than to use the Font Software in accordance with the App License, subject to all terms, conditions, and restrictions, set forth in this Agreement. The applicable font designer reserves and shall retain its entire right, title, and interest in and to the Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the App License. All rights not expressly granted are expressly retained by the designer of the Font Software.
PUBLICITY AND MARKETING. OTF may use your name and, if applicable, your approved logo in its client lists in any manner, including in advertising, publicity or otherwise.
UPDATES. OTF may from time to time in its sole discretion develop and provide updates to the Font Software, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. OTF has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates made available by OTF. All Updates will be deemed part of the Font Software and be subject to all terms and conditions of this Agreement.
WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION.
Warranties. OTF represents and warrants that (i) the Font Software and Webfont shall conform in all respects to the requirements of this Agreement; (ii) OTF owns all right, title and interest in and to the Font Software and Webfont, or otherwise has the right to license the same, including intellectual property rights therein or thereto; and (iii) the Font Software and Webfont do not and will not violate, infringe or misappropriate any intellectual property rights of any third party, and you will have the right to use the Font Software and Webfont for its own purposes, without restriction, liability or obligation to any third party.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FONT SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OTF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FONT SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OTF PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE FONT SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Limitation of Liability.
Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THE AGREEMENT EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Direct Damages. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL EXCEED THE GREATER OF THE FEES PAID BY YOU UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Exceptions. THE LIMITATIONS SET FORTH IN SECTIONS i AND ii ABOVE SHALL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, OR (B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Indemnification.
By You. You shall indemnify, defend and hold OTF, its affiliates, and their respective officers, directors and employees harmless, from and against any and all costs, liabilities, losses and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with a claim, suit, action or other proceeding brought by a third party alleging that OTF’s use of any content or other materials provided by you to OTF for use in connection with the Font Software or the provision of the OTF services (collectively, the “Provided Materials”) infringes or misappropriates the intellectual property rights of a third party.
By OTF. OTF shall indemnify, defend and hold you and your parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and permitted assigns, harmless from and against any and all Losses arising out of or in connection with any claim brought by a third party (A) alleging that your use of the Font Software or Webfont (the “Covered Material”) infringes or misappropriates the intellectual property rights of a third party or (B) based on OTF’s failure to comply with its obligations under Section 5(a). If the Covered Material, or any portion thereof, is determined by a court of competent jurisdiction to constitute an infringement and its use by you is enjoined, OTF shall, at its own expense, either (1) modify the infringing Covered Material without impairing in any respect its functionality or performance so that the Covered Material is non-infringing, (2) procure for you the right to continue to use the infringing Covered Material, or (3) replace the infringing Covered Material with a functionally equivalent, non-infringing substitute reasonably acceptable to you, or else this Agreement shall terminate and OTF shall refund to you all fees on a prorated basis. OTF shall have no obligations under this Section 5(d)(ii) to the extent that claims arise from or relate to: (I) any open source material included in the Covered Material where the Losses are asserted by an entity other than OTF of the open source material, (II) modifications to the Covered Material not made by or on behalf of OTF, or that are not approved in writing by OTF, and the alleged infringement would not have occurred but for such modification, (III) use of the Covered Material in combination with any software or hardware not provided by OTF or contemplated by this Agreement, and the alleged infringement would not have occurred but for such combination, or (VI) use of allegedly infringing Covered Material after OTF has provided you written notice of such infringement and made available to you, at no additional charge, an updated version of, or substitute (as applicable), Covered Material with substantially similar features and functionality that would have avoided the alleged infringement.
Indemnification Procedure. The indemnified Party shall promptly notify indemnifying Party in writing of any Losses subject to indemnification under this Section 5; provided, however, any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give the indemnifying Party the opportunity to defend or settle such claim at the indemnifying Party’s sole cost and expense; provided, further, that the indemnifying Party shall not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned. The indemnified Party shall have the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s sole cost and expense, in defending or settling such claim.
MISCELLANEOUS.
Export Regulation. To the extent the Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release the Font Software to, or make the Font Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Font Software available outside the United States.
Governing Law; Disputes. The Agreement and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and any dispute or legal claim arising out of or relating to this Agreement or your use of the Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to this Agreement or our use of the Font Software must be filed with a court of competent jurisdiction within one (1) year after such legal claim or cause of action arose or else will be forever barred. The Convention for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”) and any State legislation adaptation of UCITA, shall not apply to any transactions under the Agreement.
Remedies. Either Party may suffer irreparable harm in the event of any breach by the other Party of the terms of this Agreement for which monetary damages might not be a sufficient remedy and, as such, if either Party breaches or threatens to breach the terms of this Agreement, the non-breaching Party will have the right, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to such Party. All remedies available to a Party, whether at law, in equity, or pursuant to this Agreement, shall be cumulative.
Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement to any Party. Notwithstanding the foregoing, either Party may assign the Agreement, or a part of it, upon reasonable notice, (but without the other Party’s prior consent) in connection with a merger, consolidation, reorganization or sale of substantially all of the assigning Party’s assets where the assignee has agreed in writing to be bound by the terms and conditions herein,.
Notices. Any notice required under this Agreement shall be in writing and deemed effective upon (i) personal or electronic delivery; (ii) deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested; (iii) deposit with an overnight courier (e.g., FedEx, UPS) with shipping charges prepaid; or (iv) confirmed electronic mail, if to OTF, then to the attention of Jesse Reed at 212 Franklin Avenue, Ground Floor, Brooklyn, NY 11222 or jesse@order.design, with a copy, which shall not constitute notice, to Joshua B. Sessler, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison, 38th Floor, New York, New York 10010 or jsessler@cdas.com, or if to you, then to the email address provided at the time of your purchase of the Font Software.
Entire Agreement. This Agreement and the information provided to you upon purchase of the Font Software constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written discussions, documents, agreements, and prior course of dealing between the Parties with respect thereto.
Severability. If any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.
Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

DESKTOP

DESKTOP LICENSE; ADDITIONAL LICENSES; PERMITTED USES.
License Grant. Subject to the terms and conditions hereof, OTF hereby grants to you, a revocable (only in the event of a material, uncured breach of this Agreement by you), limited, non-exclusive, royalty-fee, non-transferable, non-assignable (except as expressly permitted herein), non-sublicensable right and license to install and use the Font Software solely by you and your full and part time employees and contractors on the number of devices purchased at checkout, in connection with your customary internal business purposes (including, without limitation, any and all product development and marketing-related activities and materials) and in no event for distribution or resale, either on a standalone basis or incorporated into any file or work (the “Desktop License”).
Additional Licenses. If you are a design consultancy, advertising agency, or purchasing this Desktop License for use by or on behalf of such an entity, the ultimate end user should also purchase a license appropriate for the intended use of the Font Software. Specifically, if the ultimate client will need copies of the Font Software, the client must also purchase a Desktop License. This Desktop License for personal use does not extend to uses by temporary employees, freelance or independent contractors using the Font Software in professional environments or for other professional uses. You shall not make copies greater than the Desktop License allows for temporary use by freelance users, temporary employees or independent contractors, additional copies outside of those permitted by this Desktop License require the purchase of additional licenses. Under such circumstances the employer and/or the ultimate end user are required to purchase a license appropriate for their usage. This Desktop License expressly prohibits the use of the Font Software in the creation of alphabet products such as, but not limited to: house numbers, stamp sets, rub-on letters, adhesive alphabet letters, alphabet punch and die sets or other methods for use in making such products. Any such use requires the purchase of a special license which can be obtained by contacting OTF at otf@order.design.
Permitted Uses
Installation. Subject to the Desktop License, this Agreement provides you a license of the Font Software for use on the number of computing devices specified at checkout. Each organization-licensee of the Font Software is required to purchase its own license based on the total number of authorized employees who will have access to use the Font Software. Font Software may not be stored or used in any manner that makes it accessible to the public or non-licensed third parties. For the purposes of clarity, this Desktop License is for individual users or organizations purchasing for authorized employees only.
Service Bureau/Printer Use. To reproduce a particular document, you may provide a copy of the specified Font Software to a commercial printer or service bureau. Afterwards, the printer or service bureau must destroy the copies of the Font Software.
Embedding of Font Software. Solely in connection with the uses permitted by the Desktop License, you may embed the Font Software into digital documents or data files so long as A) the Font Software is subset, B) the document text can be viewed and printed but not edited, and C) reasonable measures are taken to ensure recipients of such documents cannot extract or use the embedded Font Software. Rasterized copies of images showing the Font Software are permitted provided the images do not result in all or substantially all of the characters comprising the Font Software. If the resulting images show most or all of the font characters, then a rasterized showing of the Font Software is not permitted. In addition to the other rights granted in this Agreement, you shall have the right to use the Font Software to create and/or embed the Font Software (or vector and rasterized representations of the Font Software) into its marketing materials and products, including, without limitation, (1) videos and video files (e.g., Flash or HTML5,); (2) any form of digital publishing document files (e.g., in EPUB, PDF, TIFF, JPG, PNG, SVG, or similar formats); and (3) printed matter for commercial business use (e.g. books, magazines, etc.).
Modifications. You may create outline artworks based upon the Font Software for your personal or business use. However, the use of any font creation or font manipulation program or any attempt to modify the Font Software for the purposes of creating a usable, derivative or substitute version of the Font Software is prohibited. Under no circumstances may you modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the Font Software or the designs embodied therein. You further agree not to commission or authorize any third party to undertake modifications to the Font Software without prior written consent from OTF.
Back-up Copies. You may make a reasonable number of copies of the Font Software for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Fonts Software.
LICENSE RESTRICTIONS; AUDIT RIGHTS.
License Restrictions. In addition to other prohibited uses described in this Agreement, you shall not be permitted to do any of the following:
Copying. Copy the Font Software, except as expressly permitted by the Desktop License;
Modifying or Creating Derivative Works. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Font Software, including, without limitation, by (A) converting the Font Software into another font format or into vector outlines and/or rasterized bitmaps; (B) translating the Font Software into other platforms (e.g., UNIX); (C) creating additional characters, accents, symbols, or typeface weights (e.g. italics, extrabold, etc.) from the Font Software or any portion of it; (D) altering the style of the Font Software to create an altered family (e.g. change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight); (E) extending the language coverage of the Font Software; or (F) changing the name of the Font Software;
Reverse Engineering. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Font Software or any part thereof;
Removing Proprietary Rights Notices. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Font Software, including any copy thereof;
Transferring/Sublicensing. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Font Software, or any features or functionality of the Font Software, to any third party, including, without limitation, any advertising or other agency, client, printers, or parent, subsidiary, or affiliated company of yours, for any reason, including by making the Font Software available on a network where it is capable of being accessed by more than one device at any time;
Disabling Security Features. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Font Software.
[Geographic Restrictions; Internal Servers. Use of the Font Software in more than one geographic location or by means of server or central CPU outside of the terms of the Desktop License is permitted provided each user or potential user is licensed in accordance with this Agreement, and the number of users that may access the Font Software must not exceed the number of licensed users. Desktop License upgrades may be purchased by contacting otf@order. design.]
viii.Using as Web Fonts. Use the Font Software as a web font, convert the Font Software into web font formats (e.g., Cufon, WOFF, WOFF2, EOT, SVG, TTF, etc.), or create and/or embed the Font Software into web pages.
Using in Certain Other Media. Use the Font Software to create and/or embed the Font Software (or vector and rasterized representations of the Font Software) into (A) commercial or non-commercial broadcasts, including, without limitation, movies, television, news, commercials, or other programming, whether in broadcast graphics, trailers, commercials, title cards, credits, or otherwise; (B) hardware, including, without limitation, printers, appliances, kiosks, tablet computers, game consoles, set-top box, smart phones, or graphics for use in any LED or similar electronic display medium (e.g., electronic displays, sports scoreboards, news or message displays, video advertising, web pages, or any graphics management and distribution system); or (C) CSS rule @font-face or other forms of font linking.
Audit. OTF reserves the right to inspect or monitor your usage, and if OTF has good faith reasons to believe that you are exceeding your permitted usage, OTF may request that you provide a certified report of your usage to OTF within five (5) business days of your receipt of such notice from OTF.
FEES. The fee paid to download the Font Software is the full and complete consideration for the Desktop License. Each Party will pay all taxes for which such Party is responsible under any law or regulation when such taxes are due.
TERM; TERMINATION.
Term. This Agreement will commence on the date of your purchase and download of the Font Software and continue until terminated by either Party as permitted under this Section 4.
Termination. In addition to any other available remedies under applicable law, either Party may terminate this Agreement (i) if the other Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other Party or its business or (ii) upon a material breach of this Agreement by the other Party that is not cured within thirty (30) days of the breaching Party’s receipt of written notice identifying the matter constituting the breach.
Survival. All provisions hereof which by their nature should survive expiration or termination of this Agreement shall continue in full force and effect upon the occurrence thereof.
INTELLECTUAL PROPERTY. You agree and acknowledge that you do not acquire any ownership interest in or to the Font Software under this Agreement or any other rights thereto other than to use the Font Software in accordance with the Desktop License, subject to all terms, conditions, and restrictions, set forth in this Agreement. The applicable font designer reserves and shall retain its entire right, title, and interest in and to the Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the Desktop License. All rights not expressly granted are expressly retained by the designer of the Font Software.
PUBLICITY AND MARKETING. OTF may use your name and, if applicable, your approved logo in its client lists in any manner, including in advertising, publicity or otherwise.
UPDATES. OTF may from time to time in its sole discretion develop and provide updates to the Font Software, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. OTF has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates made available by OTF. All Updates will be deemed part of the Font Software and be subject to all terms and conditions of this Agreement.
WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION.
Warranties. OTF represents and warrants that (i) the Font Software and Webfont shall conform in all respects to the requirements of this Agreement; (ii) OTF owns all right, title and interest in and to the Font Software and Webfont, or otherwise has the right to license the same, including intellectual property rights therein or thereto; and (iii) the Font Software and Webfont do not and will not violate, infringe or misappropriate any intellectual property rights of any third party, and you will have the right to use the Font Software and Webfont for its own purposes, without restriction, liability or obligation to any third party.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FONT SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OTF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FONT SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OTF PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE FONT SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability.
Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THE AGREEMENT EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Direct Damages. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL EXCEED THE GREATER OF THE FEES PAID BY YOU UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Exceptions. THE LIMITATIONS SET FORTH IN SECTIONS i AND ii ABOVE SHALL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, OR (B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Indemnification.
By You. You shall indemnify, defend and hold OTF, its affiliates, and their respective officers, directors and employees harmless, from and against any and all costs, liabilities, losses and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with a claim, suit, action or other proceeding brought by a third party alleging that OTF’s use of any content or other materials provided by you to OTF for use in connection with the Font Software or the provision of the OTF services (collectively, the “Provided Materials”) infringes or misappropriates the intellectual property rights of a third party.
By OTF. OTF shall indemnify, defend and hold you and your parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and permitted assigns, harmless from and against any and all Losses arising out of or in connection with any claim brought by a third party (A) alleging that your use of the Font Software or Webfont (the “Covered Material”) infringes or misappropriates the intellectual property rights of a third party or (B) based on OTF’s failure to comply with its obligations under Section 8(a). If the Covered Material, or any portion thereof, is determined by a court of competent jurisdiction to constitute an infringement and its use by you is enjoined, OTF shall, at its own expense, either (1) modify the infringing Covered Material without impairing in any respect its functionality or performance so that the Covered Material is non-infringing, (2) procure for you the right to continue to use the infringing Covered Material, or (3) replace the infringing Covered Material with a functionally equivalent, non-infringing substitute reasonably acceptable to you, or else this Agreement shall terminate and OTF shall refund to you all fees on a prorated basis. OTF shall have no obligations under this Section 8(d)(ii) to the extent that claims arise from or relate to: (I) any open source material included in the Covered Material where the Losses are asserted by an entity other than OTF of the open source material, (II) modifications to the Covered Material not made by or on behalf of OTF, or that are not approved in writing by OTF, and the alleged infringement would not have occurred but for such modification, (III) use of the Covered Material in combination with any software or hardware not provided by OTF or contemplated by this Agreement, and the alleged infringement would not have occurred but for such combination, or (VI) use of allegedly infringing Covered Material after OTF has provided you written notice of such infringement and made available to you, at no additional charge, an updated version of, or substitute (as applicable), Covered Material with substantially similar features and functionality that would have avoided the alleged infringement.
Indemnification Procedure. The indemnified Party shall promptly notify indemnifying Party in writing of any Losses subject to indemnification under this Section 8; provided, however, any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give the indemnifying Party the opportunity to defend or settle such claim at the indemnifying Party’s sole cost and expense; provided, further, that the indemnifying Party shall not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned. The indemnified Party shall have the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s sole cost and expense, in defending or settling such claim.
MISCELLANEOUS.
Export Regulation. To the extent the Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release the Font Software to, or make the Font Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Font Software available outside the United States.
Governing Law; Disputes. The Agreement and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and any dispute or legal claim arising out of or relating to this Agreement or your use of the Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to this Agreement or our use of the Font Software must be filed with a court of competent jurisdiction within one (1) year after such legal claim or cause of action arose or else will be forever barred. The Convention for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”) and any State legislation adaptation of UCITA, shall not apply to any transactions under the Agreement.
Remedies. Either Party may suffer irreparable harm in the event of any breach by the other Party of the terms of this Agreement for which monetary damages might not be a sufficient remedy and, as such, if either Party breaches or threatens to breach the terms of this Agreement, the non-breaching Party will have the right, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to such Party. All remedies available to a Party, whether at law, in equity, or pursuant to this Agreement, shall be cumulative.
Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement to any Party. Notwithstanding the foregoing, either Party may assign the Agreement, or a part of it, upon reasonable notice, (but without the other Party’s prior consent) in connection with a merger, consolidation, reorganization or sale of substantially all of the assigning Party’s assets where the assignee has agreed in writing to be bound by the terms and conditions herein,.
Notices. Any notice required under this Agreement shall be in writing and deemed effective upon (i) personal or electronic delivery; (ii) deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested; (iii) deposit with an overnight courier (e.g., FedEx, UPS) with shipping charges prepaid; or (iv) confirmed electronic mail, if to OTF, then to the attention of Jesse Reed at 212 Franklin Avenue, Ground Floor, Brooklyn, NY 11222 or jesse@order.design, with a copy, which shall not constitute notice, to Joshua B. Sessler, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison, 38th Floor, New York, New York 10010 or jsessler@cdas.com, or if to you, then to the email address provided at the time of your purchase of the Font Software.
Entire Agreement. This Agreement and the information provided to you upon purchase of the Font Software constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written discussions, documents, agreements, and prior course of dealing between the Parties with respect thereto.
Severability. If any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.
Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

WEBFONT

CERTAIN DEFINITIONS. In this Agreement:
A “Webfont” is font software licensed hereunder that has been created, optimized, translated or otherwise specially modified for use on the Internet for styling or viewing text on a website.
The “Domain” is the host name of a website’s home page. The domain may be comprised of one unique second-level domain name (as in “example” of http://www.example.com), multiple top-level domains (as in .com, .org, .fr, etc.), and multiple sub-domains (as in “shop” of shop.example.com, or “blog” of blog.example.com, etc.). Under this license, licensee (or you) must own the domain and control the content of the licensed websites.
A “Website” is defined as a collection of related web pages organized under a single domain. The website may be viewed with a web browser and/or via a web-based mobile app provided that the webfonts are not included or embedded as explained in section 2 below. A web-based mobile app is restricted to operating on a hand-held device running one of the following operating systems: Android, iOS, Windows Phone or Windows RT.
“Representatives” shall mean a Party’s parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and permitted assigns.
WEBFONT LICENSE.Webfont License Grant and Scope. Subject to the terms and conditions of this Agreement, OTF hereby grants to you a revocable (only in the event of a material, uncured breach of this Agreement by you), limited, non-exclusive, royalty-free, non-transferable, non-assignable (except as expressly permitted herein), non-sublicensable right and license to install and use the Font Software solely by you and your employees and contractors in connection with linking to or otherwise using the Webfont in the Website in accordance with this Section 2(a) (the “Webfont License”).
Permitted Use of Webfont License. The Webfont may be used for styling text on your Website via the CSS @font-face rule for the Domain. Only the WOFF, SVG, and EOT Webfont files provided by OTF may be used. The use of alternate formats (such as TTF or OTF) is expressly prohibited. You may not use the Webfont as a tool or resource for third parties to create customized products or documents. The Webfont may not be served to unlicensed domains, even if they are hosted on a licensed Domain. The use of the Font Software for web forms is permitted; however, any other editable use of the Font Software, such as in templates or for use in the creation of customizable designs or products requires the purchase of a separate license. Except as expressly stated in this Agreement, the use of the Webfont on a desktop, laptop, workstation computer, mobile app, e-reader, or for any uses not expressly permitted herein is prohibited.
[Unique Visitors. A unique visitor is a distinct computer or mobile device connecting to your Website. The average monthly traffic of your Website, measured in unique visitors over the span of six consecutive months, must not exceed the amount specified at checkout. If the maximum number of allowed unique visitors is exceeded for three (3) consecutive months, the purchase of an additional license is required. OTF reserves the right to inspect or monitor your usage. The terms and price associated with this additional license are based upon the Domain(s) and maximum unique visitors. If you anticipate an increase in unique visitors, increase in the number of Domains or an election to not renew this Webfont License you should notify OTF 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 or reduction of the number of unique viewers, irrespective of the reasons.
]Third-Party Hosting Services; Webfont File Protection; Back-Up Copies. The use of third-party font hosting services such as TypeKit is strictly prohibited and the Font Software should be stored and served from the same devices and location as the other software and assets associated with the licensed Domain. You agree to use reasonable measures to ensure the Webfont is available only for the process of styling text on your Website. Any process, technique or device such as hot-linking, re-serving or re-directing that allows access to and/or use of the Font Software by unlicensed parties is strictly prohibited. You may make a reasonable number of copies of the Webfont for back-up purposes only. Copies must contain the same documentation, copyright, trademark, and other proprietary notices that appear on, in or with the Webfont.
LICENSE RESTRICTIONS; AUDIT RIGHT.License Restrictions. You shall not be permitted to do any of the following in addition to those Webfont License-specific restrictions set forth in this Section 3 (collectively, the “Webfont License Restrictions”): (i) copy the Font Software, except as expressly permitted by the Webfont License; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Font Software, including, without limitation, by (A) converting the Font Software into another font format or into vector outlines and/or rasterized bitmaps; (B) translating the Font Software into other platforms (e.g., UNIX); (C) creating additional characters, accents, symbols, or typeface weights (e.g. italics, extrabold, etc.) from the Font Software or any portion of it; (D) altering the style of the Font Software to create an altered family (e.g. change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight); (E) extending the language coverage of the Font Software; and (F) changing the name of the Font Software; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Font Software or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Font Software, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Font Software, or any features or functionality of the Font Software, to any third party, except as permitted under this Agreement (for the avoidance of doubt, you are permitted to share the Font Software with its employees and contractors using the Font Software on your behalf (which may include, without limitation, your advertising agency, client, printers, or Representatives); or (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Font Software.
Audit. OTF reserves the right to inspect or monitor your usage, and if OTF has good faith reasons to believe that you are exceeding your permitted usage, OTF may request that you provide a certified report of your usage to OTF within five (5) business days of your receipt of such notice from OTF.
FEES. The fee paid to download the Font Software is the full and complete consideration for the Webfont License. Each Party will pay all taxes for which such Party is responsible under any law or regulation when such taxes are due.
TERM; TERMINATION.
Term. This Agreement will commence on the date of your purchase and download of the Font Software and continue until terminated by either Party as permitted under this Section 5.
Termination. In addition to any other available remedies under applicable law, either Party may terminate this Agreement (i) if the other Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other Party or its business or (ii) upon a material breach of this Agreement by the other Party that is not cured within thirty (30) days of the breaching Party’s receipt of written notice identifying the matter constituting the breach.
Survival. All provisions hereof which by their nature should survive expiration or termination of this Agreement shall continue in full force and effect upon the occurrence thereof.
INTELLECTUAL PROPERTY. You agree and acknowledge that you do not acquire any ownership interest in or to the Font Software under this Agreement or any other rights thereto other than to use the Font Software in accordance with the Webfont License, subject to all terms, conditions, and restrictions, set forth in this Agreement. The applicable font designer reserves and shall retain its entire right, title, and interest in and to the Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the Webfont License. All rights not expressly granted are expressly retained by the designer of the Font Software.
PUBLICITY AND MARKETING. OTF may use your name and, if applicable, your approved logo in its client lists in any manner, including in advertising, publicity or otherwise.
UPDATES. OTF may from time to time in its sole discretion develop and provide updates to the Font Software, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. OTF has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates made available by OTF. All Updates will be deemed part of the Font Software and be subject to all terms and conditions of this Agreement.
WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION.
Warranties. OTF represents and warrants that (i) the Font Software and Webfont shall conform in all respects to the requirements of this Agreement; (ii) OTF owns all right, title and interest in and to the Font Software and Webfont, or otherwise has the right to license the same, including intellectual property rights therein or thereto; and (iii) the Font Software and Webfont do not and will not violate, infringe or misappropriate any intellectual property rights of any third party, and you will have the right to use the Font Software and Webfont for its own purposes, without restriction, liability or obligation to any third party.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FONT SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OTF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE FONT SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OTF PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE FONT SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability.
Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THE AGREEMENT EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
Direct Damages. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL EXCEED THE GREATER OF THE FEES PAID BY YOU UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Exceptions. THE LIMITATIONS SET FORTH IN SECTIONS i AND ii ABOVE SHALL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, OR (B) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Indemnification.
By You. You shall indemnify, defend and hold OTF, its affiliates, and their respective officers, directors and employees harmless, from and against any and all costs, liabilities, losses and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with a claim, suit, action or other proceeding brought by a third party alleging that OTF’s use of any content or other materials provided by you to OTF for use in connection with the Font Software or the provision of the OTF services (collectively, the “Provided Materials”) infringes or misappropriates the intellectual property rights of a third party.
By OTF. OTF shall indemnify, defend and hold you and your Representatives harmless from and against any and all Losses arising out of or in connection with any claim brought by a third party (A) alleging that your use of the Font Software or Webfont (the “Covered Material”) infringes or misappropriates the intellectual property rights of a third party or (B) based on OTF’s failure to comply with its obligations under Section 9(a). If the Covered Material, or any portion thereof, is determined by a court of competent jurisdiction to constitute an infringement and its use by you is enjoined, OTF shall, at its own expense, either (1) modify the infringing Covered Material without impairing in any respect its functionality or performance so that the Covered Material is non-infringing, (2) procure for you the right to continue to use the infringing Covered Material, or (3) replace the infringing Covered Material with a functionally equivalent, non-infringing substitute reasonably acceptable to you, or else this Agreement shall terminate and OTF shall refund to you all fees on a prorated basis. OTF shall have no obligations under this Section 9(d)(ii) to the extent that claims arise from or relate to: (I) any open source material included in the Covered Material where the Losses are asserted by an entity other than OTF of the open source material, (II) modifications to the Covered Material not made by or on behalf of OTF, or that are not approved in writing by OTF, and the alleged infringement would not have occurred but for such modification, (III) use of the Covered Material in combination with any software or hardware not provided by OTF or contemplated by this Agreement, and the alleged infringement would not have occurred but for such combination, or (IV) use of allegedly infringing Covered Material after OTF has provided you written notice of such infringement and made available to you, at no additional charge, an updated version of, or substitute (as applicable), Covered Material with substantially similar features and functionality that would have avoided the alleged infringement.
Indemnification Procedure. The indemnified Party shall promptly notify indemnifying Party in writing of any Losses subject to indemnification under this Section 9; provided, however, any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give the indemnifying Party the opportunity to defend or settle such claim at the indemnifying Party’s sole cost and expense; provided, further, that the indemnifying Party shall not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned. The indemnified Party shall have the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s sole cost and expense, in defending or settling such claim.
MISCELLANEOUS.
Export Regulation. To the extent the Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release the Font Software to, or make the Font Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Font Software available outside the United States.
Governing Law; Disputes. The Agreement and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and any dispute or legal claim arising out of or relating to this Agreement or your use of the Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to this Agreement or our use of the Font Software must be filed with a court of competent jurisdiction within one (1) year after such legal claim or cause of action arose or else will be forever barred. The Convention for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”) and any State legislation adaptation of UCITA, shall not apply to any transactions under the Agreement.
Remedies. Either Party may suffer irreparable harm in the event of any breach by the other Party of the terms of this Agreement for which monetary damages might not be a sufficient remedy and, as such, if either Party breaches or threatens to breach the terms of this Agreement, the non-breaching Party will have the right, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to such Party. All remedies available to a Party, whether at law, in equity, or pursuant to this Agreement, shall be cumulative.
Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement to any Party. Notwithstanding the foregoing, either Party may assign the Agreement, or a part of it, upon reasonable notice, (but without the other Party’s prior consent) in connection with a merger, consolidation, reorganization or sale of substantially all of the assigning Party’s assets where the assignee has agreed in writing to be bound by the terms and conditions herein,.
Notices. Any notice required under this Agreement shall be in writing and deemed effective upon (i) personal or electronic delivery; (ii) deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested; (iii) deposit with an overnight courier (e.g., FedEx, UPS) with shipping charges prepaid; or (iv) confirmed electronic mail, if to OTF, then to the attention of Jesse Reed at 212 Franklin Avenue, Ground Floor, Brooklyn, NY 11222 or jesse@order.design, with a copy, which shall not constitute notice, to Joshua B. Sessler, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison, 38th Floor, New York, New York 10010 or jsessler@cdas.com, or if to you, then to the email address provided at the time of your purchase of the Font Software.
Entire Agreement. This Agreement and the information provided to you upon purchase of the Font Software constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written discussions, documents, agreements, and prior course of dealing between the Parties with respect thereto.
Severability. If any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.
Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

OTF TRIAL EULA

Updated as of: November 19, 2021

SUMMARY Trial Font End User License Agreement

You will receive a free license to install and use an Order Type Foundry or OTF trial font. OTF’s trial fonts have a limited character set and no special features. With this license, you can use the trial fonts for only non-commercial purposes.

You may use the trial fonts to deliver presentations to your clients to demonstrate the potential use(s) of the trial fonts. You may present the trial fonts through print, web or mobile applications. You may install the trial fonts on three (3) devices within your company. You may use the trial fonts for as long as is required to make a decision on whether you will purchase a font under a full license.

You cannot distribute or resell the trial font software or make a logo out of the fonts under this trial font license. Those usages require a full license, available here [www.order.design/OTF]. If you need a license other than the kinds listed, please feel free to get in touch with us here [www.order.design/OTF].

We accept no liability for any usage under the trial font license. By downloading and installing trial fonts, you accept the terms of this agreement.

Please enjoy, but respect the fact that fonts are intellectual property and take a long time to make. When you're ready to make a purchase, you can do so at www.order.design/OTF.

If you wish to use and install OTF’s trial fonts, your use and acceptance of the license is subject to the terms and conditions below.

EULA Trial Font End User License Agreement

This End User License Agreement (this “Agreement”) is a legal agreement between you and Order Design, LLC d/b/a Order Type Foundry ( “OTF”) and governs the license and use of the trial typeface font computer software program, together with any related documentation, updates, and permitted copies thereof (the “Trial Font Software”) downloaded from OTF’s website located at www.order.design/OTF. You and OTF may be referred to together herein as the “Parties,” and each, a “Party.”

YOUR DOWNLOAD, ACCEPTANCE AND USE OF THE TRIAL FONT SOFTWARE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TRIAL FONT

License Grant. Subject to the terms and conditions hereof, OTF hereby grants to you, a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable right and license to install and use, the Trial Font Software solely by you and your full and part time employees and contractors on three (3) number of devices, in connection with your customary internal business purposes and in no event for commercial use, distribution or resale, either on a standalone basis or incorporated into any file or work (the “License”). For the avoidance of doubt, you (or your employees or contractors) use the Trial Font Software when an individual gives commands, whether by keyboard or otherwise, through any desktop application or program that contains a font menu (e.g., Microsoft Office suite or Adobe InDesign, Illustrator, or Photoshop, etc.). You may not use the Trial Font Software in any manner other than as expressly set forth herein. You do not acquire any ownership interest in or to the Trial Font Software under this Agreement or any other rights thereto other than to use the Trial Font Software in accordance with the License granted and subject to all terms, conditions, and restrictions, set forth in this Agreement. OTF reserves and shall retain its entire right, title, and interest in and to the Trial Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the License. All rights not expressly granted are expressly retained by OTF.
License Period; Termination. Notwithstanding the foregoing, (i) OTF may terminate this Agreement at any time, for any reason, upon written notice to you and (ii) this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions hereof. Upon the earlier expiration or termination of this Agreement, all rights granted to you hereunder will terminate and you must immediately cease all use of the Trial Font Software and delete all copies of the Trial Font Software from its systems.
License Fee. The License shall be free to you.
Limited Embedding Rights. Solely in connection with the uses permitted by the License, you may embed the Trial Font Software into electronic documents or data files which are not published, disseminated, or otherwise made available to the general public or any party outside of your organization (each, an “External Electronic File”), regardless of any monetary payment or receipt of other consideration therefor. All other embedding of the Trial Font Software is strictly prohibited.
License Restrictions. In addition to other prohibited uses described in this Agreement, you shall not be permitted to do any of the following:
Copying. Copy the Trial Font Software, except as expressly permitted by the License;
Modifying or Creating Derivative Works. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Trial Font Software, including, without limitation, by (i) converting the Trial Font Software into another font format or into vector outlines and/or rasterized bitmaps; (ii) translating the Trial Font Software into other platforms (e.g., UNIX); (iii) creating additional characters, accents, symbols, or typeface weights (e.g. italics, extrabold, etc.) from the Trial Font Software or any portion of it; (iv) altering the style of the Trial Font Software to create an altered family (e.g. change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight); (v) extending the language coverage of the Trial Font Software; (vi) changing the name of the Trial Font Software;
Reverse Engineering. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Trial Font Software or any part thereof;
Removing Proprietary Rights Notices. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Trial Font Software, including any copy thereof;
Transferring/Sublicensing. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Trial Font Software, or any features or functionality of the Trial Font Software, to any third party, including, without limitation, any advertising agency, client, printers, or parent, subsidiary, or affiliated company of yours, for any reason, including by making the Trial Font Software available on a network where it is capable of being accessed by more than one device at any time;
Disabling Security Features. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Trial Font Software;
Using as Web Trial Fonts. Use the Trial Font Software as a web fonts, convert the Trial Font Software into web font formats (e.g., Cufon, WOFF, WOFF2, EOT, SVG, TTF, etc.), or create and/or embed the Trial Font Software into web pages; or
Using in Certain Other Media. Use the Trial Font Software to create and/or embed the Trial Font Software (or vector and rasterized representations of the Trial Font Software) into (i) video files (e.g., Flash, HTML5, .MOV, or .GIF formats); (ii) any form of digital publishing document files (e.g., in EPUB, PDF, TIFF, JPG, PNG, SVG, or similar formats); (iii) printed matter for commercial business use (e.g. books, magazines, etc.); (iv) commercial or non-commercial broadcasts, including, without limitation, movies, television, news, commercials, or other programming, whether in broadcast graphics, trailers, commercials, title cards, credits, or otherwise; (v) into External Electronic Files; (vi) desktop or mobile application software (e.g., in GIF, TIFF, JPG, PNG, SVG, or similar formats); (vii) hardware, including, without limitation, printers, appliances, kiosks, tablet computers, game consoles, set-top box, smart phones, or graphics for use in any LED or similar electronic display medium (e.g., electronic displays, sports scoreboards, news or message displays, video advertising, web pages, or any graphics management and distribution system); or (viii) a logo or design mark.
Audit. OTF reserves the right to inspect or monitor your usage, and if OTF has good faith reasons to believe that you are exceeding your permitted usage, OTF may request that you provide a certified report of your usage to OTF within five (5) business days of your receipt of such notice from OTF.
Term; Termination.
Term. This Agreement will commence on the date of your download of the Trial Font Software and continue until terminated by either Party as permitted under this Section 6.
Termination. In addition to any other available remedies under applicable law, either Party may terminate this Agreement (i) if the other Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other Party or its business or (ii) upon a material breach of this Agreement by the other Party that is not cured within thirty (30) days of the breaching Party’s receipt of written notice identifying the matter constituting the breach.
Survival. All provisions hereof which by their nature should survive expiration or termination of this Agreement shall continue in full force and effect upon the occurrence thereof.
Intellectual Property. You agree and acknowledge that you do not acquire any ownership interest in or to the Trial Font Software under this Agreement or any other rights thereto other than to use the Trial Font Software in accordance with the License, subject to all terms, conditions, and restrictions, set forth in this Agreement. The applicable font designer reserves and shall retain its entire right, title, and interest in and to the Trial Font Software, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted under the Desktop License. All rights not expressly granted are expressly retained by the designer of the Trial Font Software.
Publicity And Marketing. OTF may use your name and, if applicable, your approved logo in its client lists in any manner, including in advertising, publicity or otherwise.
Updates. OTF may from time to time in its sole discretion develop and provide updates to the Trial Font Software, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. OTF has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates made available by OTF. All Updates will be deemed part of the Trial Font Software and be subject to all terms and conditions of this Agreement.
Disclaimer of Warranties. THE TRIAL FONT SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OTF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRIAL FONT SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, OTF PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE TRIAL FONT SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OTF HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE TRIAL FONT SOFTWARE FOR (I) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR (II) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDERD U.S. DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party and its parent, subsidiary, and affiliate companies and licensors and each of their respective officers, directors, members, managers, employees, contractors, licensors, agents, successors, and assigns from and against any and all losses, liabilities, damages, settlements, costs, penalties, or expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of or in connection with any claim brought by a third party based on any breach, or allegation, which if true, would constitute a breach, by the indemnifying Party of (i) its representations, warranties, covenants, or obligations hereunder, (ii) applicable local, state, federal, or international law or regulation, or (iii) its rights, including, but not limited to, any intellectual property rights
Indemnification Procedure. The indemnified Party shall promptly notify indemnifying Party in writing of any Losses subject to indemnification under this Section 12; provided, however, any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such claim) and give the indemnifying Party the opportunity to defend or settle such claim at the indemnifying Party’s sole cost and expense; provided, further, that the indemnifying Party shall not settle any such claim without the indemnified Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned. The indemnified Party shall have the right to assume the exclusive defense and control of any such claim. In all cases, the indemnified Party will cooperate with the indemnifying Party, at the indemnifying Party’s sole cost and expense, in defending or settling such claim.
Miscellaneous.
Export Regulation. To the extent the Trial Font Software may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release the Trial Font Software to, or make the Trial Font Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Trial Font Software available outside the United States.
Governing Law; Disputes. The Agreement and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and any dispute or legal claim arising out of or relating to this Agreement or your use of the Trial Font Software shall be adjudicated exclusively in either the state or federal courts located in New York County, New York, and you hereby irrevocably waive all jurisdictional, venue, or inconvenient forum objections to such courts. You agree that, regardless of any applicable law to the contrary, any legal claim or cause of action arising out of or relating to this Agreement or your use of the Trial Font Software must be filed with a court of competent jurisdiction within one (1) year after such legal claim or cause of action arose or else will be forever barred. The Convention for the International Sale of Goods, the Uniform Computer Information Transactions Act (“UCITA”) and any State legislation adaptation of UCITA, shall not apply to any transactions under the Agreement.
Remedies. Either Party may suffer irreparable harm in the event of any breach by the other Party of the terms of this Agreement for which monetary damages might not be a sufficient remedy and, as such, if either Party breaches or threatens to breach the terms of this Agreement, the non-breaching Party will have the right, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction, in addition to all other remedies available to such Party. All remedies available to a Party, whether at law, in equity, or pursuant to this Agreement, shall be cumulative.
Assignment. You may not assign, transfer, or delegate any or all of your rights or obligations under this Agreement to any other party.
Notices. Any notice required under this Agreement shall be in writing and deemed effective upon (i) personal or electronic delivery; (ii) deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid and return receipt requested; (iii) deposit with an overnight courier (e.g., FedEx, UPS) with shipping charges prepaid; or (iv) confirmed electronic mail, if to OTF, then to the attention of Jesse Reed at 212 Franklin Avenue, Ground Floor, Brooklyn, NY 11222 or jesse@order.design, with a copy, which shall not constitute notice, to Joshua B. Sessler, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison, 38th Floor, New York, New York 10010 or jsessler@cdas.com, or if to you, then to the email address provided at the time of your purchase of the Trial Font Software.
Entire Agreement. This Agreement and the information provided to you upon purchase of the Trial Font Software constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written discussions, documents, agreements, and prior course of dealing between the Parties with respect thereto.
Severability. If any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.
Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege

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Ground Floor
Brooklyn, NY 11222

Contact

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