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 3675870, (“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 is provided with a copy of this Agreement, and complies with it.
2. DEFINITIONS. “Font Software” means coded software that is accompanied by this Agreement or that You have ordered online and that generates typeface designs when used with the appropriate hard- and software, plus any and all other data including documentation provided with such software.
“Licensed Unit” means installations of the Font Software that allow the design of Your Websites which have no more than the Maximum Pageviews averaged monthly over any period of six consecutive calendar months.
“Maximum Pageviews” is (a) the number of Pageviews stated on Your invoice for the purchase of the Font Software, but (b) if no number of Pageviews is stated on your invoice, 10,000 Pageviews per month.
“Use” means to design Your own personal or business Website with the typeface embodied in the Font Software and to make accessible the Font Software together with Your Website on a web server in order to enable a web browser to render the content of such a Website using that Font Software. Use does not include the behaviour set forth in Clause 2.2. below.
“Website” as used here is a connected group of related web pages which form an entity whose content is managed by You, and which are organized under a particular domain name, including sub-domains. A Website is one that is capable of being viewed either over Your local area network or over the Internet. For the avoidance of doubt, web pages on sub-domains whose content is managed by other persons are deemed to be not part of Your Website.
“Pageview” is each request to load a single page of each of Your Websites.
3. GRANT OF LICENCE AND RESTRICTIONS.
3.1. Grant of Licence. Newlyn grants You a non-exclusive licence to Use the Font Software in a Licensed Unit for Your own personal or business purposes according to the terms of this Agreement. If the average number of Pageviews under which the Font Software is Used exceeds the amount set forth in the Licensed Unit, then You must request from Newlyn an appropriate licence extension covering all Pageviews; an additional fee will be charged for this licence extension. The use of the Font Software for Pageviews that exceed the Maximum Pageviews is not licensed under, and constitutes a breach of, this Agreement. If the number of Pageviews is to exceed the Maximum Pageviews, You must obtain a special written licence from Newlyn or its authorized distributors permitting this.
3.2. Restriction of Use. You are not allowed to copy, distribute or make the Font Software available to third parties so that they can use it for their purposes or for purposes other than the display of Your Websites. In particular (but without limitation), You are not allowed (i) to disseminate or make available the Font Software or parts of it through any website, online service or file sharing platform or (ii) to sublicense the Font Software to third parties so that they can use it for their websites (even though such websites are hosted under Your domain name), such as (without limitation) for websites in social networks, for individual online shops under a common domain name, in blogging communities, by online editors, as a design tool, etc. If You wish to use the Font Software for such purposes, You must obtain a special written licence from Newlyn or its authorized distributors.
3.3. No Embedding. You may not embed the Font Software in any documents (e. g. pdf documents), applications or devices other than Your Websites. You may not use the Font Software for services other than Your Websites that render the fonts, such as (without limitation) pre-press, plotting, exposing, etc. If You wish to use the Font Software for such purposes, You must obtain a separate written pre-press font licence from Newlyn or its authorized distributors.
3.4. Backup. You may make backup copies of the Font Software for archival purposes only, provided that You retain exclusive custody and control over such copies. Any backup copy of the Font Software must contain the same copyright, trademark, and other proprietary information as the original.
3.5. Modifications. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or attempt to discover the source code of the Font Software except as expressly provided for in this Clause 2 and the Definition of Use or as mandatorily authorised by applicable law. If You want to make modifications to the Font Software, You must obtain the prior written consent of Newlyn, please contact us at [email protected]
4. PAGEVIEW AUDIT. You must ensure that Pageviews – also referred to as page impressions or page requests – are recorded by an industry standard and commonly accepted tracking system (the “Pageview Counter”). Upon any request by Newlyn, you agree Immediately to provide Newlyn or its representative with (a) written copies of the reports produced by the Pageview Counter for Pageviews and average Pageviews, and (b) with such access to the Pageview Counter as Newlyn may request for the purpose of assessing Pageviews and average Pageviews.
4. OWNERSHIP. The Font Software is, and all copies of it are, protected by copyright and international treaties. Any copyright, trade mark and other rights subsisting in or in relation to the Font Software belong exclusively to Newlyn. You do not gain the ownership of the Font Software or any part hereof under this Agreement. The structure, organization, and the code of the Font Software are trade secrets of Newlyn, and You agree to treat them as such.
5. TRANSFER OF LICENCE. Except as expressly provided herein, You may not give, rent or lease or make available the Font Software or parts of it to third parties. You may completely transfer Your licence right to Use the Font Software to another person or legal entity provided that (i) You stop Using the Font Software Yourself, (ii) the transferee accepts and agrees in writing (with copy to Newlyn) to be bound by all the terms and conditions of this Agreement, and (iii) You destroy all of Your copies of the Font Software, including all copies stored in the memory of a hardware device.
6. LIMITATION OF LIABILITY. If the Font Software does not perform substantially in accordance with Newlyn’s specification documentation relating to it, the entire and exclusive liability of Newlyn shall be limited to either, at Newlyn’s option, the replacement of the Font Software or the refund of the licence fee You paid for the Font Software. Newlyn and its suppliers do not warrant the performance or results You may obtain by using the Font Software. Newlyn and its suppliers make no warranties express or implied, as to non-infringement of third party rights, merchantability, or fitness for any particular purpose. In no event will Newlyn or its suppliers be liable to You for any consequential, incidental or special damages, including any lost profits or lost savings, even if a Newlyn representative has been advised of the possibility of such damages, or for any claim by any third party. This warranty does not affect any claims You might have against Your retailer.
7. TERMINATION. Newlyn has the right to terminate Your licence immediately if You fail to comply with any provision of this Agreement. Upon termination, You must destroy the original and any copies of the Font Software, and cease all Use of the Font Software.
8. GENERAL PROVISIONS. You agree to inform all persons who have access to the Font Software about the content of this Agreement and to make sure that they comply with the terms of this Agreement. This Agreement may only be modified in writing signed by an authorized officer of Newlyn.
9. GOVERNING 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.