Newlyn End User Licence Agreement Terms and Conditions
1. INTRODUCTION. This Agreement is a legal document which sets out the rights and obligations of the licensee named on the receipt for this licensing transaction (“you” or “Licensee”), and those of Newlyn Works Limited, a company registered in England & Wales under Company number 8436536, (“we”, “us” or “Newlyn”), in relation to the software and fonts which you agree to license from us (collectively, “Newlyn Products”). You must take the time to read and understand it before agreeing to license any of the Newlyn Products, or, if the fees which are specified for the relevant Newlyn Product(s) (the “Fees”) have already been paid, before commencing to download or use the relevant Newlyn Products. By signifying your agreement to this document, or by installing or using any Newlyn Product, you accept that you are entering into a contract with us on the terms of this Agreement. Where the licensee is an entity, you undertake that you are entitled to bind that entity to this Agreement and to license Newlyn Products on behalf of that entity, (b) the entity will be bound to this Agreement in the same way as you, (c) this Agreement will accordingly be enforceable both against you and the entity, and (d) you will ensure that each person employed by the entity who has any access to the Fonts or Software (each an “Authorized User”) is provided with a copy of this Agreement, and complies with it.
2. GRANT OF LICENCE. In consideration of, and conditional upon, the payment to us of our specified licence fee plus any taxes payable under applicable law (the “Fees”), we agree to license you the particular fonts (the “Fonts”) and software (the “Software”) included in the Newlyn Products for embedding in Your App in accordance with this Agreement. The licence which we grant to you (a) is non-exclusive, (b) is perpetual (subject to Newlyn’s right, without prejudice to any other remedies available to it, to terminate the Agreement in the event that it is breached by you), and (c) permits use only by you, and may not be shared with or transferred to any other person or entity, (d) does not permit the Software or Fonts to be made available in editable form or (except as expressly permitted below) in downloadable form, and (e) does not permit use of a Font in connection with the development of Your App or Your eBook (or any App or eBook), or the use of the Software or Fonts for or in connection with the rendering or displaying of content on the web in searchable or selectable form; see below for more details.
3. SOME DEFINITIONS. In this Agreement:
(a) “App” means application software to the extent that it is adapted and intended for access through one or more Mobile Platforms;
(b) “eBook” means a publication in electronic form, such as a book, magazine or newspaper, to the extent that is made available for access through one or more Mobile Platforms;
(c) “entity” includes any incorporated or unincorporated entity or person, whether a company, corporation, partnership, association, or other;
(d)“font” includes typeface, bitmap and any technology resulting in a representation thereof;
(e) “Mobile Platform” means a mobile operating system which operates a smartphone, tablet, PDA or other mobile device, such as (but not limited to) the iOS, Blackberry, Android and Windows Phone operating systems;
(f) “networked” includes any form of connectivity, whether wired or wireless, and whether through a client/server arrangement or otherwise;
(g)“Title” means the individual title or name of your App or eBook specified in the order for Newlyn Product to which this Agreement relates; and
(h)“Your App” and “Your eBook” mean, respectively, an App or eBook controlled by you and having the Title.
4. PERMITTED USAGE. Your licence under this Agreement permits the inclusion by you of the Fonts in Your App or Your eBook by way of the embedding of the Fonts in Your App or Your eBook, so that in the normal operation of Your App or Your eBook a user experiences the Font in periodical publications you publish in print and digital form (such as magazines and newspapers).
5. YOUR APP. The licence under this Agreement is limited to one Title. Accordingly, by way of example, if you write a trilogy of eBooks, you will need three licences from us, one for each eBook. The licence does, however, permit unlimited sales of Your App or eBook across any or all Mobile Platforms, and covers upgrades you make to Your App (as long as Your App continues only to be sold under the Title).
6. USAGE WHICH IS NOT PERMITTED. Without limiting any other provisions of this Agreement, the following use of the Fonts is not permitted under it: (i) any use of or access to a Font in connection with the development of Your App or Your eBook (or any App or eBook); if you or anyone else wishes to use a Font in connection with the development or creation of an App or eBook, a separate licence must be obtained from us permitting this; (ii) (except as authorised under Clause 4(ii) above) storing, caching, or serving a Font through the internet to users by way of a server, intranet, or any other technology, or any use of or access to a Font on or through the web; (iii) internal corporate or business-wide use or distribution; (iv) modification or creation of derivative versions of a Font; (v) converting a Font from one file format to another; (vi) converting a Font for use in any operating system(s) other than a Mobile Platform; (vii) use in connection with the creation of alphabet- or letterform-related products (such as, without limitation, dice upon which the numerals appear in a Font) for resale or in letterform creation products or devices; (viii) in titling, credits, text or other content appearing in audiovisual works or audiovisual media services for broadcast or other distribution (including, without limitation, broadcast or distribution via television, DVD, motion or for viewing over the Internet) other than (for the avoidance of doubt) in Your App or Your eBook, (ix) use by or on behalf of third party; (x) transfer of use from one licensee to another; and (xiii) Use as Webfont. If you would like to discuss being licensed for any of these or other uses which are not permitted under this Agreement, please contact us at firstname.lastname@example.org.
7. RESTRICTIONS ON EMBEDDING. (a) Except as may be specifically permitted in this Agreement, all embedding and transmission of the Fonts and Software is prohibited. Formats that are capable of containing embedded fonts include, but are not limited to the .pdf (Acrobat), Web Embedding Font Technology (WEFT), Flash and the TruDoc formats. You agree not to modify the Fonts or Software. The embedding and transmission of editable files containing the Fonts and Software must be restricted to Authorized Users. (b) Licensee shall prevent the transfer of the Fonts and Software to unauthorized users when embedding the Fonts and Software in Your App or Your eBook. Again, if you would like to discuss being licensed for any of these or other uses which are not permitted under this Agreement, please contact us at email@example.com.
8. INTELLECTUAL PROPERTY. You acknowledge and agree that:
(a) we (or our licensors) own all right, title and interest in and to the Software, including all copyright subsisting in and in relation to it; and
(b) we own all right, title and interest in and to the Fonts, including all copyright subsisting in and in relation to them.
Separately and together, the Newlyn Products are protected by copyright under United Kingdom legislation, as well as by international copyright treaties. All rights not expressly granted in this Agreement are reserved to us.
9. COPYING OF NEWLYN PRODUCTS. No copying or distribution of any of the Newlyn Products may be made, except as expressly provided in this Agreement; without prejudice to such obligation, you shall ensure that all copies and distributions of Newlyn Products include the same copyright and other proprietary notices as appear on the original Newlyn Products which we make available. All copies of the Newlyn Products must be kept under your exclusive control.
10. LIMITATIONS. The Licensee shall ensure that no Font is made available to any person in a form which permits the Font to be extracted, copied, modified or adapted.
11. DECOMPILATION. You may not reverse engineer, decompile or otherwise attempt to discover the source code relating to the Newlyn Products, except to the extent expressly permitted by applicable law.
12. NO COOLING OFF PERIOD. When you license Newlyn Products there is no right to cancel your purchase or this Agreement during the cooling-off period which is provided for certain purchases under the Consumer Protection (Distance Selling) Regulations 2000 from the time when we make the Newlyn Products available for download by you.
13. YOUR DETAILS. You must ensure that we at all times possess and are provided with accurate and current information about your correct name, address and any other requested details.
14. DATA PROTECTION. We will treat any personal data you provide to us in accordance with the Data Protection Act 1998, and otherwise in accordance with the law. We will not keep your personal data after the termination of this Agreement.
15. WARRANTY. We give no warranty or undertaking that the Newlyn Products will be capable of being used in conjunction with any hardware or software other than that specified in our relevant documentation. You are responsible for ensuring that any application you intend to use with the Newlyn Products supports the specific font format of those Newlyn Products; you may need to check with the application’s manufacture on this point. No warranty is given concerning the performance of or results you may obtain by using the Newlyn Products.
16. DISCLAIMER AND EXCLUDED LOSS. Your use of the Newlyn Products is entirely at your own risk. We will not be liable to you or any third party for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise). Newlyn will not be liable for any failure to perform of its obligations under this Agreement caused by matters beyond its reasonable control. We exclude all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to the Newlyn Products, whether imposed by statute or by operation of law or otherwise, that are not expressly stated in this Agreement- including, without limitation, any implied warranties of satisfactory quality or fitness for a particular purpose – unless they are incapable of being excluded by law.
17. MAXIMUM LIABILITY. Without limiting the preceding Clause, the aggregate liability of Newlyn (whether arising in negligence or otherwise) will not under any circumstances exceed an amount equal to the Fees paid to us, regardless of the cause or form of action.
18. NON-EXCLUDED LIABILITIES. Nothing in this Agreement limits Newlyn’s liability for death or personal injury resulting from our negligence, or any other liability which may not by law be excluded. Any statutory rights you may have as a consumer remain unaffected by the content of this Agreement.
19. AUDIT. You acknowledge and agree that we shall be entitled, upon such notice to you as we reasonably deem appropriate, to enter any premises where Newlyn Products are apparently used in order to determine your compliance with this Agreement and our rights.
20. TERMINATION. We shall be entitled to terminate the licence granted to you under Clause 2 above by notice sent to the contact email address or postal address you provided upon registering for the Newlyn Products, in the event:
(a) of any serious breach of this Agreement by you; or
(b) that you cease to carry on business or have a liquidator, receiver or administrative receiver appointed over any part of your undertaking or assets, or pass a resolution for your winding up (or your winding up is ordered by a court), or enter into any voluntary arrangement with creditors; or any similar event occurs in any other jurisdiction.
If this Agreement is terminated, you must destroy the original and any and all copies of the Newlyn Products, and (where so requested by us) provide us with such evidence as we may require to show conformity with this requirement.
21. ASSIGNMENT. We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without the written consent of Newlyn assign or dispose of this Agreement, or the licence granted under this Agreement.
22. ENTIRE AGREEMENT. This Agreement, together with any document referred to in it, contains your entire agreement with us relating to the Newlyn Products. It replaces all earlier agreements and understandings with you relating to the Newlyn Products, except for any fraud or fraudulent representation by either you or us. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. No modifications or amendments of this Agreement shall be valid or binding unless made in writing and duly executed by us and you.
23. NO WAIVER. No delay by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights in respect of a breach of this Agreement operate as a waiver of any subsequent breach.
24. SEVERABILITY. In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.
25. LAW. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and subject to the non-exclusive jurisdiction of the Courts of England and Wales.