These terms and conditions create a contract between you and Berthold. Please carefully read this Berthold Web Fonts License Agreement via Adobe Typekit (the “Agreement”). To confirm your understanding and acceptance of the Agreement, click “ACCEPT”. IF YOU DO NOT WISH TO BE BOUND BY THE AGREEMENT, CLICK “DECLINE” AND YOUR ORDER REQUEST WILL BE TERMINATED. The terms and conditions of the Agreement are as follows:
1. Definitions. The Agreement contains the following defined terms which are capitalized throughout the Agreement:
“Licensee” or “you” means the individual or entity bound by the Agreement. If Licensee is a business or organization, the term “Licensee” specifically excludes any parent, subsidiary, affiliate or third party. The terms “you” and “Licensee” may be used interchangeably throughout the Agreement.
“Adobe” means Adobe Systems Incorporated, its successors and assigns.
“Adobe Typekit Account” means Licensee’s account with Adobe for the Adobe Typekit Service and is associated with a specific login email address and password set by Licensee when creating the Adobe Typekit Account.
“Adobe Typekit Service” means Adobe’s online hosting service located at https://typekit.com, on and through which Adobe makes the Web Fonts available for use in conjunction with the design, development and creation of Licensee’s Website(s).
“Adobe Typekit Service Agreement” means Licensee’s agreement with Adobe to use the Adobe Typekit Service for the same exact Web Fonts, Maximum Pageviews and Licensee’s Website(s) as stated in the Berthold Order Form.
“Berthold” means collectively Berthold Direct Corp., its successors and assigns, and its affiliated companies.
“Berthold Order Form” means the PDF order form that Licensee downloaded following payment for this license using Berthold’s online ordering system. It includes a complete copy of this Agreement.
“Berthold Voucher Email” means the email containing the unique Adobe Typekit Service voucher link created by Berthold for Licensee and sent by Berthold to Licensee’s email address specified on the Berthold Order Form. Upon receipt of the Berthold Voucher Email, the Licensee redeems the Adobe Typekit Service voucher link and then may access the Web Fonts through Licensee’s Adobe Typekit Account.
“Font Software” means each typeface font computer software program Licensee selected to license under the Agreement, and identified on the Berthold Voucher Email. The term “Font Software” includes the Web Fonts, any related documentation, updates and permitted copies.
“Licensee’s Website(s)” mean a particular domain name or names, including subdomains, owned by Licensee and identified on the Berthold Voucher Email. Although Licensee may have multiple web sites, only web sites identified on the Berthold Voucher Email are covered by the Agreement. Moreover, a single Licensee Website may be referred to as Licensee’s Website(s) in this Agreement. Licensee’s Website(s) must be for Licensee’s products, services, ideas, etc., and not for another person or entity.
“Pageviews” means the increment used by Adobe to count the number of requests received by or through servers on the Adobe Typekit Service network to load each respective Web Font for viewing on Licensee’s Website(s). The “Maximum Number of Pageviews” is listed on the Berthold Voucher Email.
“Use” means to design and publish Licensee’s Website(s) by accessing the Web Fonts through the Adobe Typekit Service.
“Web Fonts” means each of the web-formatted font versions of the Font Software created by Adobe, under license with Berthold, that is hosted and distributed on and through the Adobe Typekit Service for use by Licensee on Licensee’s Website(s). Although Licensee may have licensed only one Web Font, that single Web Font shall be referred to as Web Fonts in this Agreement. The Web Fonts are identified on the Berthold Email Voucher.
2. Binding Agreement. Licensee understands and agrees that this is not a contract for sale of the Web Fonts, but a license to use the Web Fonts subject to the terms and conditions of the Agreement. Licensee is bound by the Agreement and acknowledges that all use of the Web Fonts is governed by the Agreement. If Licensee is a business or entity, Licensee agrees to notify its employees and authorized agents of the terms and conditions of the Agreement before they are given access to the Web Fonts.
3. Limited License: Web Use Only. Berthold grants Licensee a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein), limited right to Use the Web Fonts on Licensee’s Website(s) for up to the Maximum Number of Pageviews. Licensee may only Use the Web Fonts through the Adobe Typekit Service and the Adobe Typekit Account in accordance with the terms of this Agreement. Should Licensee desire to increase the Maximum Number of Pageviews, increase the number of Web Fonts or add more websites to Licensee’s Website(s), Licensee must contact Berthold to update its license and pay the applicable license fees.
4. Berthold Order Form. Licensee must complete and sign the Berthold Order Form specifying the desired Web Fonts, Maximum Number of Pageviews and Licensee’s Website(s). Licensee must deliver the Berthold Order Form to Berthold as directed therein. Licensee must correct any items on the Berthold Order Form at Berthold’s request. By signing and returning the completed Berthold Order Form, Licensee accepts the terms of this Agreement. Berthold will accept the Berthold Order Form after it is signed, completed and returned to Berthold’s satisfaction.
5. Access to the Web Fonts Through Adobe Typekit Service Only. Licensee acknowledges and agrees that Licensee will not receive delivery of the Web Fonts, rather Licensee will only receive access to the Web Fonts through the Adobe Typekit Service after the following have been satisfied: (a) Berthold has received the License Fee; and (b) Berthold has accepted the Berthold Order Form. Thereafter, Berthold will send to Licensee the Berthold Voucher Email that will provide a unique voucher link for Licensee to redeem the voucher thereby enabling access to the Web Fonts.
Licensee acknowledges and agrees that to use the Web Fonts as contemplated by this Agreement, Licensee must have entered into an Adobe Typekit Service Agreement and must have paid any applicable service fee to Adobe. Licensee may only use the Web Fonts through the Adobe Typekit Account and may only use the Web Fonts for Licensee’s Website(s). Licensee must not use the Web Fonts on an unauthorized internet domain (e.g. any web site not identified on the Berthold Voucher Email).
For the avoidance of doubt, Licensee’s Adobe Typekit Service Agreement cannot and does not provide Licensee any additional usage rights for the Web Fonts. Licensee acknowledges and agrees that: (a) Berthold and Adobe are entirely separate entities with no agency relationship; (b) Licensee’s Adobe Typekit Service Agreement is entirely separate from this Agreement; (c) Adobe may charge separate and additional fees to Licensee for the Adobe Typekit Service; and (d) Berthold is not liable in any way for the Adobe Typekit Service or Licensee’s Adobe Typekit Service Agreement.
6. No Other Use. Licensee is granted only the rights expressly stated in this Agreement, and may not use the Web Fonts in any other manner. All rights not expressly granted herein are expressly retained by Berthold. In addition to other prohibited uses described in this Agreement and without limitation, Licensee understands and agrees that below are examples of uses that are NOT permitted without purchasing additional licensing rights from Berthold:
Should Licensee desire to self-host the Font Software on Licensee’s Website(s), or obtain a license covering Adobe Typekit Enterprise Plans, or obtain a desktop or corporate license, Licensee must contact Berthold and obtain a separate license and pay the applicable license fees.
7. Intellectual Property Rights. Licensee acknowledges and agrees that the Font Software and permitted copies, and the trademarks associated therewith, are the intellectual property of Berthold. Licensee agrees that the Font Software is protected by copyright including without limitation, by United States Copyright Law, international treaty provisions, and applicable laws in the jurisdiction of use. Berthold reserves all rights under these laws.
Licensee further acknowledges and agrees that Berthold owns all rights, title and interest in and to the Font Software (and permitted copies), its structure, organization, code and related files, including all intellectual and industrial property rights therein such as copyright, design and trademark rights. Licensee agrees that the structure, organization and code of the Font Software are valuable trade secrets and confidential information of Berthold. Licensee agrees that any intentional or negligent use of the Web Fonts not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
8. Transfer. Except with the prior express written permission of Berthold (which may require payment of additional licensing fees and/or execution of a new license agreement) Licensee must not assign any right granted under this Agreement nor the Adobe Typekit Service Agreement.
9. Compliance. Licensee represents and warrants that Licensee is using the Web Fonts in a manner that complies with the limited usage rights granted in this Agreement. Licensee further agrees that, within thirty (30) days of receipt of a written request from Berthold, it will fully document and certify that use of any and all Berthold font software in its possession at the time of the request conforms with its license(s) from Berthold. If Licensee fails to fully comply with a written request from Berthold within thirty (30) days of receipt, Licensee agrees that Berthold may perform a font audit at a time and in a manner that is reasonably calculated to cause the least disruption to Licensee’s business. Should Berthold discover, through an audit or otherwise, unlicensed usage of any Berthold font software by Licensee, then Licensee will have thirty (30) days following receipt of notice from Berthold to enter into a corrective license with Berthold subject to payment of licensing fees and execution of a written agreement.
10. Termination. The license rights granted under this Agreement are specific to Licensee’s Adobe Typekit Account and Licensee’s Website(s) (e.g. the specific internet domain name(s) identified on the Berthold Voucher Email). The license rights granted under this Agreement will automatically renew upon Licensee’s renewal of its Adobe Typekit Service Agreement. Should the Adobe Typekit Service Agreement expire or terminate for any reason whatsoever (including nonrenewal), the license rights under this Agreement will automatically terminate. Notwithstanding, the license rights under this Agreement will immediately and automatically terminate without notice if the Licensee fails to comply with any term or condition of this Agreement, or upon the Licensee’s bankruptcy. If Licensee violates Licensee’s Adobe Typekit Service Agreement, Berthold shall have the right to terminate this Agreement. Berthold may provide Licensee notice of termination but is under no obligation to provide notice. Upon termination, the Licensee must immediately cease using the Web Fonts. The balance of the Agreement shall survive any such termination of license rights. The termination of the license rights granted under the Agreement shall not preclude Berthold from taking legal action against Licensee related to any breach of the Agreement or other misuse of the Font Software.
11. Warranty Disclaimer. THE WEB FONTS ARE PROVIDED “AS IS.” BERTHOLD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY USING THE WEB FONTS. EXCEPT FOR ANY WARRANTY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW, BERTHOLD EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO OTHER MATTERS, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. To the greatest extent permitted by law, any implied warranties not effectively excluded by the Agreement are limited to ninety (90) days.
12. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, BERTHOLD SHALL NOT BE LIABLE FOR: (A) NEGLIGENCE; (B) ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE LICENSEE’S USE OR INABILITY TO USE THE WEB FONTS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF BERTHOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (C) DAMAGES ARISING FROM ANY CLAIM AGAINST LICENSEE BY ANY THIRD PARTY EVEN IF BERTHOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S EXCLUSIVE REMEDY SHALL BE REPAIR OF THE WEB FONTS OR REFUND OF THE LICENSE FEE (defined below). TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSEE AGREES TO LIMIT BERTHOLD’S LIABILITY FOR ANY LOSS OR DAMAGE TO THE LICENSE FEE PAID UNDER THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY PLED OR ASSERTED. Berthold shall not be liable for any damages arising out of, or related to, Licensee’s use of the Adobe Typekit Service and/or Licensee’s Adobe Typekit Service Agreement. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
13. Governing Law. The Agreement is governed by the laws of Illinois, U.S.A., without regard for its conflict of laws considerations and excluding the United Nations Convention on Contracts for the International Sale of Goods. Licensee expressly agrees that all disputes related to this Agreement will be resolved exclusively in the Circuit Court of Cook County, Illinois, U.S.A., or the United States District Court for the Northern District of Illinois, U.S.A. Both Licensee and Berthold consent to the personal jurisdiction and venue of those courts and waive all defenses related to this jurisdiction and venue. Licensee further agrees to service of process by any of the methods provided under the “Notice” section below and, if applicable, expressly waives the rights and requirements of The Hague Convention. If any part of the Agreement is found void and unenforceable the balance of the Agreement will remain valid and enforceable according to its terms. Should Berthold bring any lawsuit or proceeding against Licensee to enforce the Agreement, including any act to enforce payment of any amounts due under the Agreement, Berthold shall be entitled to receive its costs and reasonable attorneys’ fees incurred to enforce the Agreement.
14. Notice. Any notice required by the Agreement shall be in writing and effective when received. Notices shall be sufficient if given in writing and (a) hand-delivered, (b) sent by email with confirmation of receipt, (c) sent by First Class Mail, return receipt requested and postage pre-paid, or (d) sent by Federal Express or a similar courier service. All notices addressed to Licensee must be sent to the applicable address set forth on the Order Form. All notices addressed to Berthold must be sent to the applicable address set forth in the “Contacting Berthold” section below. For email notices, “confirmation of receipt” shall occur if there is no return delivery within twenty-four (24) hours of sending the notice. For delivery via Federal Express or similar courier service, “confirmation of receipt” shall occur should a party refuse to accept delivery. Licensee may change its “notice” address by giving notice to Berthold under this provision. Berthold may change its “notice” address by updating its mailing address on its website. In the event the intended recipient refuses to accept delivery of notice, notice shall be deemed given on the date recipient refuses acceptance of notice.
15. Entire Agreement. The Agreement, including the completed and signed Berthold Order Form, represents the entire agreement between Licensee and Berthold in connection with its subject matter. The Agreement supersedes any other "Agreement" previously displayed on this web site, and/or any prior agreements between Licensee and Berthold in connection with its subject matter. The Agreement may only be modified by Berthold and in a writing that expressly states that such writing is intended to modify the Agreement. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall be given full force and effect.
16. Authority. Licensee represents that Licensee has the full power and authority to enter into and perform the Agreement, and the person accepting this Agreement on Licensee’s behalf has been duly authorized and empowered to enter into the Agreement.
17. Effective Date; Terms of Payment; No Refunds. The Agreement will become effective when Berthold sends the Berthold Voucher Email to Licensee in accordance with Section 5 above. The transaction is final and not disputable. Should Licensee fail to pay the full cost of the license (the “License Fee”) or obtain a refund not authorized by Berthold, all license rights shall immediately terminate. Further, Berthold reserves the right to initiate proceedings to collect the License Fee and charge-back costs, along with all other costs and fees to which it is entitled as set forth in the “Governing Law” provision above.
18. U.S. Government Contracts. If the Web Fonts licensed to Licensee by Berthold are 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)-(d) and the restrictions set forth in the Agreement.
19. Tax Notice. In addition to payment of the License Fee, Licensee shall pay, indemnify and hold Berthold harmless from, any sales, use, excise, import or export, value added or similar tax or duty (not based on Berthold’s net income) owing to any government arising from or related to this Agreement, including any penalties and interest, as well as any costs associated with the collection or withhold thereof and all governmental permit fees, license fees, and all customs, duty, tariff and similar fees levied or based upon the License Fee or upon this Agreement, and any cost associated with the collection of any of the foregoing items. Licensee shall be responsible for obtaining, at its expense, all required import licenses, permits or other governmental orders, if any.
20. Contacting Berthold. Berthold Direct Corp. is an Illinois corporation with a mailing address of 47 W. Polk St. #100-175, Chicago, Illinois 60605, U.S.A. All support requests, completed registrations and other inquiries should be sent via e-mail to email@example.com. Visit http://www.bertholdwebfonts.com/#purchase for ordering instructions.