Preamble
Please read this End User License Agreement (EULA or Agreement) for the digital fonts you want to use.
This Agreement governs the use of the Font Software as it is presented on or embedded in the pages of the eWizard Web Platform (or the eWizard Licensed Server), Content, and/or any of our products.
It is concluded between you (the End User) and us. If you enter into this Agreement on behalf of your employer, or your client (and you have the legal authority to sign contracts on their behalf), then "you” refers to that entity. If not, then this agreement binds you personally.
By installing and/or using the Font Software, you confirm:
reading and accepting the terms and conditions above and below;
the terms bind you legally to us;
you have the legal capacity to contract.
If you don't accept these terms and conditions, do not access, download, and/or install or otherwise use the Font Software.
Definitions
(a) "Content" means all types of digital materials (interactive HTML5 presentations, email templates, microsites, surveys, etc.).
(b) "eWizard Licensed Server" means the instance of the eWizard Web Platform, which is owned by and remains under the client’s sole care, custody, and control. We host the instance for the client’s benefit on a SaaS model basis, including but not limited to hosting sub-services (ISP) under a sub-contract.
(c) "eWizard Web Platform" means a web-based complex system, including software, its updated and/or modified versions, and databases, for online activities related to creating, editing, managing, and publishing Content created in the eWizard.js framework.
(d) "Font Software License Agreement" means a relevant license agreement referring to the Font Software executed between you and the Owner.
(e) "Open Font License" means a free software license. Fonts covered by this license can be freely used, modified, and distributed (as long as the derivatives remain under the same license). The Open Font License includes, but is not limited to, SIL Open Font, Apache 2.0., and GNU GPL licenses.
(f) "Owner" means a relevant third party that has granted to you any or all of the components of the Font Software under the Font Software License Agreement.
The definitions of "Commercial Product", "Derivative Work", "Development Server", "Editing Rights", "Embedded Document(s)", "Font Software", "Licensed Server", "Printing and Viewing Rights", and "Use" are usually identified in the Font Software License Agreement.
Agreement terms and conditions
Intellectual and industrial property rights
You agree that the Font Software is protected by the copyright law and other intellectual and industrial property rights of other nations and by international treaties. You agree to treat the Font Software as any other copyrighted material.
You agree that the Owner owns all rights, title, and interest in and to the Font Software, its structure, organization, code, and related files, including all intellectual and industrial property rights such as copyright, design, and trademarks rights. You agree that:
the Font Software, its structure, organization, code, and related files are valuable property of the Owner;
any intentional or negligent Use of the Font Software not expressly permitted by the Font Software License Agreement constitutes an infringement of intellectual and industrial property rights.
Restrictions on use
You agree to:
(i) check any and all intellectual property rights associated with the Font Software to ensure that you have a proper license to install and use the Font Software,
(ii) install and use the Font Software only subject to all the terms and conditions of the Font Software License Agreement,
(iii) undertake all necessary measures to prevent unauthorized access to the Font Software and any copies of such,
(iv) take no action which will have the direct or indirect effect of causing the Font Software, except Font Software used under the Open Font License, to become Publicly Available Software or otherwise be subject to a Publicly Available Software agreement.
(v) inform your employees or anyone with access to the Font Software to ensure that they abide by the terms and conditions described in this Agreement.
Depending on the purpose, purchase, or otherwise legally obtain the Desktop, Webfont, Digital Ads, App, ePub, Server license, and/or some other from the Owner to use Font Software in our products.
Confirm you are granted a relevant license on our request.
In case of reasonable doubt concerning the proper installation or use of the Font Software within our organization, upon our request or a request from the Owner, within thirty (30) days, fully document and certify that installation and use of any and all Font Software at the time of the request conforms with this Agreement.
Embedding
Except as expressly provided in the Font Software License Agreement, the embedding of the Font Software into electronic documents, applications, internet pages, or devices is only permitted as a rasterized representation of the digital font (e.g., a GIF or JPEG) or as a subset of the digital font. This embedding is allowed if the document, application, or device is distributed in a secure format. The secure format enables solely the viewing and printing but not the editing of the text (read-only) and only for your own Personal or Internal Business Use.
You need an additional license from the Owner for the use of the Font Software in documents, applications, internet pages, or devices permitting editing of the text if such documents, applications, internet pages, or devices are distributed to third parties or if a digital font is embedded neither as a subset nor as a rasterized representation.
Alteration
You may not adapt, modify, alter, translate, convert, or otherwise change the Font Software or create Derivative Works from the Font Software or any portion thereof. You further agree not to use the Font Software in connection with software and/or hardware that create Derivative Works of such Font Software. If the Font Software contains embedding bits that indicate that the Font Software is only authorized for specific purposes, you may not change or alter the embedding bits.
You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or instructions of the Font Software. If you are located in a European Community member country or any other country which provides rights materially similar to the rights set forth in this provision, you may reverse engineer or decompile the Font Software only to the extent that sufficient information is not available for creating an interoperable software program (but only for such purpose and only to the extent that sufficient information is not provided in a timely manner free of charge by the Owner upon written request).
This clause does not apply to Font Software used under Open Font License.
Transfer
You may not give, rent or lease, sublicense, or further distribute the Font Software, except the Font Software used under Open Font License, or any copy or part thereof to any third parties. Any transfer to third parties requires a specific agreement contracted with the Owner.
Backup
For data backup and archival purposes only, you may make a reasonable number of additional backup copies of the Font Software. You must retain exclusive custody and control over such copies. Upon termination of the Agreement, you must destroy the original and any and all copies of the digital font.
Working with customers, third parties
If you are a graphic studio, design or advertising agency, or purchasing a license under the Font Software License Agreement for use by or on behalf of such an entity, the ultimate end user (your customer), if otherwise not specified in the Font Software License Agreement, must also purchase a license appropriate for their intended use of the Font Software.
The original license generally does not extend to use by temporary employees or independent contractors. Their use of the Font Software may relate to providing professional services by service bureaus or for other professional purposes. Any of these cases may require new licenses or special upgrades.
Owner credits
If it is expressly provided in the Font Software License Agreement, you agree to do your best to credit the Owner in conformity with the laws of intellectual property by indicating: the Font Software name, © designer name, Owner name in the colophon or/and any place where generally applicable.
Trademark
You agree to use trademarks associated with the Font Software following the accepted trademark practice, including identification of the trademark owner’s name. You can use trademarks to identify printed output produced by the Font Software. The use of any trademark as herein authorized does not give you ownership rights in that trademark, and the use of a trademark inures to the sole benefit of the Owner. You may not change any Font Software trademark or trade name designation.
The use of the Font Software in eWizard Licensed Server
If you are a customer on whose behalf we deploy eWizard Licensed Server, you need a server license to use the Font Software on the Licensed Server.
You
(i) may use the Font Software to create, modify, or edit a document and distribute an Embedded Document only on the Licensed Servers,
(ii) may not transfer an electronic document created or edited by use of the Font Software from the Licensed Servers in any format that permits or enables the editing of the document until otherwise specified in the Font Software License Agreement, and
(iii) may not extract or distribute the Font Software from the Licensed Server.
Also, in case of obtaining the relevant license from the Owner, you hereby sub-grant us a non-exclusive, non-assignable, non-transferable license (subject to all terms and conditions of the Font Software License Agreement) to:
(i) install the Font Software on the eWizard Licensed Server or incorporate the Font Software into a Content and install the Content on the eWizard Licensed Server for the purposes hereof, and
(ii) to use the Font Software on Development Servers solely for internal development use,
(iii) in each case for Internal Use only, (a) to create or allow End Users to create Embedded Documents that are not Commercial Products with Printing and Viewing Rights and Editing Rights, (b) distribute such Embedded Documents to End Users, and (c) grant End Users the right to Use the Font Software to print, view, and edit the Embedded Documents.
We take possible measures for the Font Software (a) is incorporated in an Embedded Document in such a manner that it cannot be extracted from the Embedded Document, (b) is not used except for Embedded Document, and (c) cannot be used or accessed by any unauthorized third party from the eWizard Licensed Server, Development Server or otherwise.
Notwithstanding the above, the Font Software can be extracted from Content and downloaded from the eWizard Web Platform in archived format along with other components of the Content item for further proper embedding in the final version of the Content item and for using such Content by you. In this case, you hereby agree and acknowledge that any further use of such Font Software complies with the relevant Font Software License Agreement.
Based on a separate agreement with you, we may conclude the Font Software License Agreement with the Owner, which allows you to use the Font Software on the eWizard Web Platform. In this case, if otherwise not specified in such Font Software License Agreement, you undertake to:
(i) compensate us for relevant expenses,
(ii) follow restrictions set forth herein and in the Font Software License Agreement,
(iii) to the extent allowed by applicable law and the Font Software License Agreement, protect, defend, indemnify, and hold us and our officers, employees, and agents free and harmless from and against any and all losses, penalties, damages, assessments, costs, charges, professional fees, and other expenses or liabilities of every kind and arising out of or relating to any and all
claims, liens, demands, obligations, actions, proceedings, or causes of action of every kind in connection with or arising out of your negligent acts, errors and/or omissions.
Fonts in eWizard Default Templates
The eWizard Web Platform contains eWizard Default Templates of Content for further use by you, which are not customized specially according to your demands.
eWizard Default Templates contain pre-installed Google Fonts, installed and used under the Open Font License and available for downloading and accessing their source code in Google Fonts library.
You must check and comply with provisions specified in the relevant Open Font License attributed to a specific Google Font in Google Fonts library.
Liability and termination
This agreement automatically terminates without any financial compensation if you breach any term or condition set forth herein.
In this case, you must stop using the Font Software, its components or parts, and destroy all the copies you hold within seven (7) days starting the termination date, thus prohibiting further use. You must provide written assurance that said deletion has occurred at our request.
Notwithstanding any termination of this Agreement, we reserve the explicit right to assert any further claims (specifically information, compensation for damages, etc.).
Warranties and disclaimer
The Font Software is presented on or embedded in our products "as it is”. We do not make any warranty of any kind, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the Font Software rests upon you. We do not guarantee that the functions contained in the Font Software will meet your requirements or that errors are free. Any implied statutory warranty obligation is valid for thirty (30) days only.
You agree with no warranties of any kind after the above period. We are not responsible for damage caused or supported by the end user and/or third party resulting from a misuse of a digital font.
We reserve the right to amend or modify this End User License Agreement at any time without prior notice to account for future commercial and technical changes.
Applicable law and jurisdiction
This agreement is subject to and will be interpreted in accordance with the laws of Estonia. The Arbitration Court of the Estonian Chamber of Commerce and Industry shall have exclusive jurisdiction to settle any dispute or claim arising from or in connection with this Agreement or its subject-matter or formation. The arbitration shall take place in English. Number of arbitrators: 1 (one). Place of arbitration: Tallinn, Estonia.