Version Dated June 1, 2020
WE RECOMMEND THAT YOU PRINT THIS USERWAY DYSLEXIA FRIENDLY FONT (UDF) END USER LICENSE AGREEMENT FOR FURTHER REFERENCE.
This UDF End User License Agreement for the use of UDF fonts (the “Agreement”) is a legal agreement between you and UserWay that governs the use of the Licensed Fonts that you license from UserWay and which are accompanied by or refer to this Agreement. This Agreement becomes a binding contract between you and UserWay when you click on the area marked “I agree to the UserWay Terms,” or similar language or when you accept the Agreement by other means (for instance referring to the Agreement in a purchase order, a confirmation email, etc.). If you do not wish to be bound by the Agreement, you cannot access, use or download the Licensed Fonts. Please read this entire document before agreeing to be bound. Certain capitalized terms are defined in Section 9 of this Agreement.
You hereby agree to the following:
1. Binding Agreement.
You are bound by the Agreement and you acknowledge that all Use of the Licensed Fonts is governed by the Agreement.
2. License Grant.
The Licensed Fonts are licensed, not sold, to you for Use only under the terms of this Agreement. UserWay, as the licensor, reserves all rights not expressly granted to you. You are hereby granted a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein) license to Use the Licensed Fonts only on Websites and documents which are owned or controlled by you, subject to all of the following conditions:
- You may not link to, nor put online, any version of a Licensed UDF font.
- You may not link to, nor put online, any version of a Licensed UDF font.
- You may not use conversion or editing tools on the Licensed Fonts.
- You must retain any trademark, copyright and other legal information on the Licensed Fonts.
- Businesses or organizations such as advertising agencies, web design agencies or hosting providers that are responsible for multiple clients’ Websites must enter into separate Agreements for each client Website.
3. Intellectual and Industrial Property Rights.
You agree that the Licensed Fonts are protected by the copyright law and other intellectual and industrial property rights of the United States of America and its various States, by the copyright law and other intellectual and industrial property rights of other nations, and by international treaties. You agree to treat the Licensed Fonts as you would any other copyrighted material. You may not copy the Licensed Fonts, except as expressly provided herein. You agree not to adapt, modify, alter, translate, convert or otherwise change the Licensed Fonts, or to create Derivative Works from the Licensed Fonts or any portion thereof. You further agree not to use the Licensed Fonts in connection with software and/or hardware which create Derivative Works of the Licensed Fonts. You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or instructions of the Licensed Fonts. You agree that UserWay owns all right, title and interest in and to the Licensed Fonts, their structure, organization, code, and related files, including all intellectual and industrial property rights therein such as copyright, design and trademarks rights. You agree that the Licensed Fonts, their structure, organization, code, and related files are valuable property of UserWay and that any intentional or negligent Use of the Licensed Fonts not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
4. Warranty; Limitation of Liability.
To make a warranty claim, you must, within the fourteen (14) day warranty period, contact UserWay with sufficient information regarding your licensing of the Licensed Font(s) so as to enable UserWay to verify the existence and date of the license. If the Licensed Font(s) do not perform as expected, the entire, exclusive, and cumulative liability and remedy shall be that UserWay will use commercially reasonable effects to cause the Licensed Font(s) provided herein to conform with the specifications within fourteen (14) days or as soon thereafter as commercially reasonable.
USERWAY DOES NOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE LICENSED FONT(S). THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR USERWAY’S BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, USERWAY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL USERWAY BE LIABLE TO YOU OR ANYONE ELSE (I) FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST SAVINGS, EVEN IF USERWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY SEEKING SUCH DAMAGES EVEN IF USERWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states or jurisdictions do not allow the exclusions of limitations of incidental, consequential or special damages, so the above exclusion may not apply to you. Also, some states or jurisdictions do not allow the exclusions of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the greatest extent permitted by law, any implied warranties not effectively excluded by this Agreement are limited to fourteen (14) days. Some jurisdictions do not permit a limitation of implied warranties where the product results in physical injury or death so such limitations may not apply to you. In those jurisdictions, you agree that UserWay’s liability for such physical injury or death shall not exceed the price paid for the Font License, provided that such jurisdictions permit a limitation of such liability. This warranty gives you specific legal rights. You may have other rights that vary from state to state or jurisdiction to jurisdiction. The Licensed Font(s) are non-returnable and nonrefundable.
5. Transfer of the Licensed Fonts.
You may not rent, lease, sublicense, give, lend, or further distribute the Licensed Font(s), or any copy thereof, except as expressly provided herein. You may transfer all its rights to use the Licensed Font(s) to another person or legal entity provided that
(i) the transferee accepts and agrees to be bound by all the terms and conditions of this Agreement, and
(ii) you destroy all copies of the Licensed Font(s), including all copies stored in the memory of a hardware device. If you are a business or organization, you agree that in case of a reasonable doubt with regard to the proper Use of the Licensed Font(s) within your organization, upon request from UserWay or its authorized representative, you will, within thirty (30) days, fully document and certify that the Use of any and all Licensed Fonts licensed by you from UserWay at the time of the request is in conformity with your valid licenses from UserWay.
You may make back-up copies of the Licensed Font(s) for archival purposes only, and you shall retain exclusive custody and control over such copies. Any copies that you are expressly permitted to make pursuant to the Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the Licensed Font(s). Upon termination of Agreement, you must destroy the original and any and all copies of the Licensed Font(s).
7.Term and Termination.
Notwithstanding any other term or limitation contained herein, this Agreement shall expire and automatically terminate three (3) years from the effective date. Further, upon failure by you to comply with the terms of the Agreement, UserWay shall be entitled to terminate the Agreement upon notice by regular mail, paid carrier, telefax or email/textform. The termination of the Agreement shall not preclude UserWay from suing you for damages for any breach of the Agreement. The Agreement may only be modified in writing signed by an authorized officer of UserWay.
8.Other Terms and Conditions.
In the event that any provision of this Agreement is unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such unenforceable or invalid provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or court decisions. You agree that the Licensed Fonts may not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration or any applicable export laws, restrictions or regulations.
If the Licensed Fonts licensed to you by UserWay were acquired under the terms of a
(i) GSA contract - use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract,
(ii) DOD contract - use, duplication or disclosure by the Government is subject to the applicable restrictions set forth in DFARS 252.277-7013;
(iii) Civilian agency contract - use, reproduction, or disclosure is subject to FAR 52.277-19(a) through (d) and restrictions set forth in this Agreement.
The agreement entered into between you and UserWay is governed by the laws of the State of Delaware applicable to contracts wholly entered and performable within such State (without regard to applicable conflicts of law principles). The courts of the State of Delaware shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and UserWay agree to the personal jurisdiction and venue of these courts in any action related to such agreement.
The agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded.
“Application” means any software program which allows a Website visitor to Use or access the Licensed Fonts to create a document or file or to change the selection of Licensed Fonts or any other software used in or accessed by any document or file, including but not limited to server pages, web pages, cascading style sheets, documents and/or web-based documents.
“Derivative Work” means binary data based upon or derived from the Licensed Font(s) (or any portion of the Licensed Font(s)) in any form in which such binary data may be recast, transformed, or adapted including, but not limited to, binary data in any format into which the Licensed Font(s) may be converted.
“Editing” means any input of text that is displayed using the Licensed Fonts. For the avoidance of doubt, Editing includes the insert of text into a form field.
“Licensed Fonts” means those fonts intended for use on the web, either individually or collectively, that you license from UserWay.
“Use” or “Using” of the Licensed Fonts shall occur when an individual is able to give commands (whether by keyboard or otherwise) that are followed by the Licensed Fonts, regardless of the location in which the Licensed Fonts resides. “Use” of the Licensed Fonts shall also occur when the software or instructions are executed.
“UserWay” means UserWay Inc. The trademark “UserWay” is a trademark of UserWay Inc. registered in the U.S. Patent and Trademark Office and elsewhere. All other trademarks are the property of their respective owners.
“Website(s)” means a web site or web sites (i.e., a collection of web pages, images, videos or other digital assets that are hosted on one or more web servers, accessed from a common root Uniform Resource Identifier (URI)) which:
(i) Uses or accesses the Licensed Font(s) in its web pages,
(ii) does not in any way enable the permanent installation of the Licensed Font(s) by Website visitors on any printer or display which displays a screen image created by Use of or access to the Licensed Font(s), and
(iii) reasonably restricts access to Licensed Font(s) from Use or access by web pages or any document not originating from such Websites.
UserWay Inc.’s mailing address is: 1007 North Orange St. 10th Floor Wilmington, DE, 19801, USA. All inquiries and requests for licenses may be sent via e-mail to: email@example.com. UserWay’s website is located at userway.org.