These terms and conditions create a contract between you and Berthold. Please carefully read this Berthold Desktop License Agreement (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:
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.
“Berthold” means collectively Berthold Direct Corp., its successors and assigns, and its affiliated companies.
“Derivative Work(s)” means data based on or derived from the Font Software (or any portion thereof) in any form in which such data may be recast, transformed, or adapted including, but not limited to: altering the source code of the Font Software to manipulate the look, size, or spacing of the typography produced by use of the Font Software; converting the Font Software into another format; etc. Section 8 (a)-(g) are examples of “Derivative Works”.
“External Electronic File” means an electronic document or data file, which includes characters and/or symbols created by use of the Font Software, that is published, disseminated, or otherwise made available to the general public (or to some subset of the general public) or anyone outside of Licensee’s household or organization, regardless of any monetary payment or receipt of other consideration.
“Font Software” means each typeface font computer software program Licensee selected to license under the Agreement, and identified on the Order Confirmation received with purchase of this license. The term “Font Software” includes any related documentation, updates and permitted copies of the Font Software licensed to Licensee by Berthold.
“Internal Business Use" means Use of the Font Software by Licensee, its employees and its authorized agents for customary internal business purposes, and excludes any distribution whatsoever of the Font Software or any component thereof. The term “Internal Business Use” excludes all use by: (a) individuals who are not Licensee’s employees or authorized agents; or (b) Licensee’s employees or authorized agents who are not using the Font Software on Licensed Computers. The term “authorized agent” means an individual, not an entity, who performs work on behalf of Licensee.
“Internal Personal Use” means Use of the Font Software by Licensee and his or her immediate household members for customary, internal personal purposes, and excludes any distribution whatsoever of the Font Software or any component thereof. The term “Internal Personal Use” excludes all use by: (a) individuals who are not Licensee’s immediate household members; or (b) Licensee’s immediate household members who are not using the Font Software on a Licensed Computer.
“Licensed Computers” means an aggregate of five (5) computers at the Licensed Location. The number of Licensed Computers may exceed five (5) computers if Licensee has obtained a license for additional Licensed Computers as shown on the Order Confirmation or separate license agreement with Berthold. Portable computers may be included within the number of Licensed Computers provided that such portable computers are primarily used at the Licensed Location.
“Licensed Location” means the same physical location as identified on the Order Confirmation.
“Order Confirmation” means the confirmation email received by Licensee identifying the Font Software licensed, the cost of the license, and Licensee’s contact details. The Order Confirmation may be emailed to Licensee and/or accessed by Licensee via the payment processing company’s web portal.
“Rasterize” means to take an image described in a vector graphics format and converting it into a raster image (pixels or dots).
“Use” of the Font Software shall occur when an individual gives commands (whether by keyboard or otherwise) through any desktop application that contains a font menu, such as Word, Indesign, Illustrator, Photoshop and similar programs.
Binding Agreement. Licensee understands and agrees that this is not a contract for sale of the Font Software, but a license to use the Font Software subject to the terms and conditions of the Agreement. Licensee is bound by the Agreement and acknowledges that all use of the Font Software 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 Font Software.
Basic License. Berthold grants Licensee a non-exclusive, non-assignable, non-transferable (except as expressly permitted herein), limited right to install and access the Font Software only for either Internal Business Use or Internal Personal Use on Licensed Computers at the Licensed Location, and in accordance with the terms and conditions of the Agreement. Licensee agrees that to Use the Font Software as contemplated by the Agreement, Licensee needs compatible hardware and software not supplied by Berthold.
Limited Embedding Rights. Subject to the other terms and conditions of the Agreement, Licensee may only embed the Font Software as follows:
Licensee may embed the Font Software into an electronic file that is for either Internal Business Use or Internal Personal Use, and: (i) is not an External Electronic File; (ii) is distributed in a secure format that does not permit extraction of the embedded Font Software; and (iii) is distributed in a format that allows only printing and viewing, except if the recipient accesses the electronic document on a Licensed Computer, then the recipient may be able to Use the Font Software for editing.
Licensee may embed a subset of the Font Software into a PDF and provide the same to a printer to produce non-commercial printed material, only if the printer either: (i) purchases a license for the Font Software from Berthold or an authorized Berthold source; or (ii) represents that it has purchased a valid license from Berthold to use the Font Software to enable the editing or printing of such documents.
Except as expressly provided in this “Limited Embedding Rights” section, all other embedding of the Font Software is strictly prohibited. See “No Other Use” section below for a non-exhaustive list of examples of prohibited uses.
Server Installation. Licensee may install the Font Software on a file server for access by a local area network located at the Licensed Location, provided that Use of the Font Software is limited to the Licensed Computers. For the avoidance of doubt, each computer that will access the Font Software on the network must be a Licensed Computer located at the Licensed Location. Licensee may not install the Font Software on a file server that can be accessed via the Internet or other external network system by computers and printers not located at the Licensed Location. Licensee may not install the Font Software to allow access to the Font Software through a virtual desktop or similar medium.
Permitted Copies. Licensee may not duplicate or copy the Font Software except as needed to use it as expressly permitted by this Agreement. However, the Licensee may make one (1) copy of the Font Software for backup purposes and shall retain exclusive custody and control over such backup copy. All permitted copies must contain the exact copyright, trademark and other proprietary information as the original. Berthold retains all rights and ownership in and to all copies of the Font Software licensed to Licensee under this Agreement.
No Other Use. Licensee is granted only the rights expressly stated in this Agreement, and may not use the Font Software in any other manner. All rights not expressly granted 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:
No Sharing the Font Software. Licensee may not share the Font Software with other business entities (e.g. advertising agency, client, dealer, printers, subsidiary, parent company, other affililate, etc.).
Only Licensed Computers. Licensee may not use the Font Software on more than the permitted number of Licensed Computers.
Only Licensed Location. Licensee may not use the Font Software except at the Licensed Location.
No Web Use. Licensee may not use the Font Software as Web Fonts; further, Licensee may not create, and/or embed the Font Software into, web pages (e.g. you may not convert the Font Software into web font formats).
No Video Files. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, video files, including formats such as Flash, HTML5, .MOV, .GIF, and for use on computers that are not Licensed Computers.
No Digital Publishing. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, any form of digital publishing document files (e.g. e-books) including EPUB/PDF/TIFF/JPG/PNG/SVG and similar formats including vector and rasterized representations of the Font Software.
No Movies. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, your commercial movie broadcasts. For example, Licensee may not use the Font Software to create movie trailers, commercials, titles, credits or similar material.
No Broadcasting. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, broadcasts, such as news, commercials, and programming (whether for television or otherwise). For example, Licensee may not use the Font Software to create broadcast graphics.
No External Electronic Files. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, External Electronic Files.
No Tablet/Smart Phone Applications. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, computer tablet applications, (e.g. iPad App), nor smart phone applications (e.g. iPhone App), including static graphics, such as GIF/TIFF/JPG/PNG/SVG and similar formats.
No Software Applications. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, your software applications for use on desktop computers (including video games and educational games), or otherwise.
No Commercial Printed Matter. Licensee may not use the Font Software to create printed matter for commercial business use (e.g. books, magazines, etc.).
No Hardware. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, hardware (e.g. printers, appliances, kiosks, tablet computers, game consoles, set-top box, smart phones, etc.).
No LED. Licensee may not use the Font Software to create, and/or embed the Font Software (or vector and rasterized representations of the Font Software) into, graphics for use in any LED or similar electronic display medium. For example, Licensee may not use the Font Software to create graphics that will be either used, or converted into another format and used, in: (I) electronic displays such as sports scoreboards; (II) LED or similar sports, news or message displays; (III) video advertising; (IV) web pages; (V) any graphics management and distribution system.
No Logo Usage. Licensee may not use the Font Software to create and/or modify the digital character outlines of the Font Software for the purpose of embedding the same into digital files depicting a logo.
Intellectual Property Rights; No Modifications. 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 agrees to treat the Font Software as it would any other copyrighted material, such as a book.
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 Font Software not expressly permitted by the Agreement constitutes an infringement of intellectual and industrial property rights.
LICENSEE AGREES THAT IT WILL NOT MODIFY, ADAPT, TRANSLATE, ALTER OR CREATE DERIVATIVE WORKS OF THE FONT SOFTWARE. BERTHOLD OWNS ALL RIGHTS AND TITLE TO ANY UNAUTHORIZED DERIVATIVE WORKS. LICENSEE FURTHER AGREES THAT IT WILL NOT REVERSE ENGINEER, DECOMPILE, DECRYPT, DISASSEMBLE, OR SEEK TO DISCOVER THE SOURCE CODE OF THE FONT SOFTWARE. IF THE FONT SOFTWARE CONTAINS EMBEDDING BITS THAT LIMIT THE CAPABILITIES OF THE FONT SOFTWARE, THE LICENSEE MAY NOT CHANGE OR ALTER THE EMBEDDING BITS. Notwithstanding, if applicable law in Licensee’s jurisdiction permits it to decompile the Font Software, then it may only do so to achieve operability of the Font Software with another software program provided that it first requests in writing that Berthold provide the information necessary to achieve such operability and Berthold has not made such information available to Licensee subject to reasonable conditions. The following is an example of a situation that does not require decompilation to achieve operability Licensee acknowledges and agrees that the following is a non-exhaustive list of examples of situations that do not require decompilation to achieve operability of the Font Software with another software program: (a) Licensee fails to purchase the font format to meet its needs (e.g. PostScript flavored OpenType font will not work in CAD/CAM); (b) the Font Software does not work in an isolated application but works in all standard operating systems (current MAC OS or Microsoft OS for desktop computers) and/or software application programs (current Adobe InDesign, Illustrator and similar Creative Suite Applications, etc.).
Licensee further acknowledges and agrees:
No Conversion into Another Format. Licensee will not convert the Font Software into another font format (e.g. if the Licensee has licensed PostScript fonts, it may not convert them into TrueType and vice versa).
No Translation into Another Platform. Licensee will not translate the Font Software into other platforms (e.g. UNIX).
No Conversion into Web Fonts. Licensee will not convert the Font Software into web font formats, such as Cufon, WOFF, WOFF2, EOT, SVG, TTF, etc.
No Conversion into Vector Outlines/Rasterized Bitmaps. Licensee will not convert the Font Software into vector outlines and/or rasterized bitmaps.
No Additional Characters; Weights; etc. Licensee will not create additional characters, accents, symbols or typeface weights (e.g. italics, extrabold, etc.) from the Font Software or any portion of it.
No Altering Style. Licensee will not alter the style of the Font Software to create an altered family (e.g. change the style to allow multiple weights such as bold, italic, bold, and bold italic to all be accessed through the regular font weight).
No Extension of Language Coverage. Licensee will not extend the language coverage of the Font Software.
No Modifications. Licensee will not modify the Font Software.
No Name Change. Licensee will not change the name of the Font Software. Licensee agrees that any change to the name of the Font Software would violate Berthold’s trademark rights.
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 rent, lease, sublicense, give, lend nor further distribute the Font Software, or any copy or portion of the Font Software, without the express written permission of Berthold.
Compliance. Licensee represents and warrants that Licensee is using the Font Software in a manner that complies with the limited usage rights granted in this Agreement. Licensee 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.
Termination. The license rights granted under this Agreement are perpetual except as provided in this Section.
Residents of European Union Only. If Licensee is a resident of the European Union and/or the Licensed Location is within the European Union, the license rights granted under this Agreement terminate exactly five (5) years from the Effective Date. Should Licensee desire to continue to use the Font Software beyond the five (5) year period, Licensee must contact Berthold seeking to renew the license which will be subject to a new agreement and payment of applicable licensing fees. Berthold may provide Licensee notice of termination but is under no obligation to provide notice.
Material Breach. 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. Berthold may provide Licensee notice of termination but is under no obligation to provide notice.
Bankruptcy. The license rights under this Agreement will immediately and automatically terminate without notice if the Licensee makes an assignment for the benefit of creditors or otherwise declares bankruptcy. Berthold may provide Licensee notice of termination but is under no obligation to provide notice.
Upon termination, the Licensee must destroy all copies of the Font Software. 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.
Limited Warranty. For a period of ninety (90) days after delivery (“Warranty Period”), Berthold warrants to Licensee that the Font Software will substantially perform as outlined in the user documentation in effect at the time of the commencement of this license. Berthold will make all reasonable efforts to correct substantial malfunctions occurring during this Warranty Period provided that such malfunctions are reproducible, the Font Software is properly registered, and the Licensee gives notice within the Warranty Period and sufficient detail of such malfunctions to Berthold. Such corrections generally will be incorporated into new revisions of the Font Software, or until the release of such new revisions into temporary versions, at Berthold’s discretion. The correction may also be achieved by delivery of new versions of the Font Software in which case the warranty does not cover such additional functionality and performance. Berthold will have no responsibility in the event the Licensee fails to provide proof that it licensed the Font Software from an authorized Berthold source. Licensee acknowledges and agrees that the following is a non-exhaustive list of examples of situations that do not constitute malfunctions or defects in the Font Software: (a) Licensee fails to purchase the font format to meet its needs (e.g. PostScript flavored OpenType font will not work in CAD/CAM); (b) the Font Software does not work in an isolated application but works in all standard operating systems (current MAC OS or Microsoft OS for desktop computers) and/or software application programs (current Adobe InDesign, Illustrator and similar Creative Suite Applications; etc.
Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THE FOREGOING SECTION TITLED “LIMITED WARRANTY”, THE FONT SOFTWARE IS PROVIDED “AS IS.” BERTHOLD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY USING THE FONT SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND 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 the duration of the Limited Warranty (i.e. ninety (90) days).
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 FONT SOFTWARE, 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 FONT SOFTWARE 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. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
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.
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.
Entire Agreement. The Agreement, including the Order Confirmation, 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.
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.
Effective Date; Terms of Payment; No Refunds. The Agreement will become effective (the “Effective Date”) when the Licensee accepts its terms by clicking the area marked “Accept” or similar language following display of the Agreement, and Licensee completes the order through the online ordering system by clicking the area marked “Place Order” or “Submit” or similar language, following input of Licensee’s payment information. 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.
U.S. Government Contracts. If the Font Software licensed to you by Berthold is 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.
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.
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 firstname.lastname@example.org. Visit http://www.bertholdtypes.com/help/ for forms, answers to frequently asked questions and more.