Terms Conditions – lead prospectors

Terms & Conditions

LEAD PROSPECTORS LLC TERMS AND CONDITIONS

END USER LICENSE AGREEMENT

Please read this agreement carefully. This End-User License Agreement (“Agreement”) constitutes a binding legal agreement between you and the Hoefler Type Foundry, Inc., d/b/a & Co. (“Licensor”), and establishes the terms and conditions by which you are permitted to install and use the Licensed Software (as defined below) and any related items of H&Co Property (as debelow). By downloading, installing and/or using the Licensed Software, confirm you that you have read, understand and agree to be bound by the terms of this agreement. If you are entering 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. This agreement does not create third party beneficiary rights for any parties. If you do not agree to the terms of this agreement, do not install the Licensed Software.

To enter into this Agreement, you must be (i) eighteen (18) years of age or older, and (ii) be able to form binding contracts under the laws applicable to you. By completing your purchase and installing the Licensed Software, you are representing and warranting that both (i) and (ii) above are correct.

1. Definations The parties agree that, for the purposes of this Agreement, the following terms shall have the meanings described below:

1. “App Service” means the App.typography service, offered by Licensor, which allows subscribers to reproduce, distribute and display the Licensed Software in certain specified Embedded Software Files, pursuant to a separate agreement.
2. “Commercial Document” means a Document that is offered to the general public, or a subset of the general public, as part of a commercial transaction in which the consideration (monetary or otherwise) is related to the Document, such as a newspaper, magazine or Ebook.
3. “Computer” means any device (and in the case of devices which allow simultaneous use by multiple individuals, each individual user account on any such device)capable of using the Licensed Software, regardless of where the Licensed Software is installed.
4. “Derivative Work” means any creation that is based on or derived from the Licensed Software, including but not limited to any revision, modification, translation, abridgment, condensation, expansion, decompilation, encryption, rearrangement, reencoding, digitization, or redigitization, regardless of the medium on which it is recorded or the format in which it is expressed, or any other form in which the Licensed Software may be recast, transformed, emulated, or adapted. For the purposes of this Agreement, a Derivative Work shall also include any compilation that incorporates the Licensed Software.
5. “Document” means a digital file used in connection with human-readable text, that is not executable and is not an Image File. Document formats include, but are not limited to: Portable Document Format file (“PDF”), Electronic Publication file (“ePub”), Adobe’s Digital Publishing Suite format (.folio), Apple’s iBooks format (.iba), and Amazon’s Kindle formats (.azw, .KF8, .mobi).
6. “Embedded Software Files” means any Documents or other software file that contain a copy of the Licensed Software, or data describing the shape or outline of any part of the Licensed Software. In addition to the Document file formats listed in Section 1.5, Embedded Software File formats include, but are not limited to: Small Web Format or Flash file (“SWF”), and executable software file for any platform.
7. “H&Co Properties” means, collectively, the Licensed Software, the Typefaces, the Trademarks, and all of Licensor’s fonts, designs, software, trademarks, copyrights, or other intellectual property, and all other related items of Licensor intellectual property made available to you pursuant to this Agreement.
8. “Image Files” means both (i) digital file that record images solely in the form of a fixed-resolution matrix of pixels, which may include fixed images of specific characters of the Typefaces rasterized in a pixel grid, and (ii) digital files that include scalable outlines of a specific arrangement of characters of the Typefaces. Image Files may not contain the Licensed Software or any portion thereof. Examples of Image Files include, but are not limited to: Scalable Vector Graphics (“SVG”) files, Encapsulated PostScript (“EPS”)files Joint Photographers’ Expert Group (“JPEG”)files; Graphics Interchange Format (“GIF”)files; Portable Network Graphics (“PNG”)files; and Tagged Image File Format (“TIFF”)files.
9. “Licensed Software” means those computer programs and related data licensed pursuant to this Agreement, the name(s) of which are listed on the Order Document(s), which, when used on a Computer, generate(s) the Typefaces. Licensed Software includes, but is not limited to, all bitmap representations of the Typeface designs.
10.“Licensee” has the meaning set forth on the Order Document(s).
11.“Licensee Parties” means Licensee, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns and any of their affiliates.
12.“Licensor” means The Hoefler Type Foundry, Inc. d/b/a Hoefler & Co., having an office at 611 Broadway, Suite 725, New York, New York 10012-2608
13.“Licensor Parties” means Licensor, its agents, employees, officers, directors, shareholders, advisors, successors, and assigns, and any of their affiliates.
14.“Login Credentials” means your full legal name, the unique email address and password specified by you (if applicable) and used to access your typography.com account.
15.“Non-Commercial Document” means a Document that is either (i) created for Licensee’s personal use only (e.g. personal correspondence, resumes) or (ii evidencing or distributed in connection with a commercial transaction in which the consideration is unrelated to such Document (e.g. business correspondence, an admissions ticket, product literature or a sales receipt).
16.“Order Document(s)” means the document(s) created by Licensor when Licensee enters into this Agreement, or adds additional products and services offered by Licensor under the same terms, which feature Licensee’s contact and payment information, products and services ordered, applicable fees, and any other relevant information. Order Document(s) may include invoices, receipts, statements and other documents, as applicable. More than one Order Document may be appended to this Agreement.
17.“Permitted Computer(s)” means the number of Computer(s) specified on the Order Document(s).
18.“Person” means any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
19.“Security Features” means any security mechanisms available for the purpose of preventing any unauthorized Person or Computer from accessing the Licensed Software, including those features implemented after the execution of this Agreement as they become available, including mechanisms to, as applicable: (a) limit the extent of Licensed Software included in an Embedded Software File to a subset of the whole; (b) prevent the extraction of the Licensed Software, in whole or in part, from an Embedded Software File; (c) prevent the reverse-engineering, re-use, importation, decompillation, embedding, or inclusion of such Embedded Software Files that contain any part of the Licensed Software, into other Embedded Software Files; and (d) any other optional feature designed to prevent use of the Licensed Software by any unauthorized Person or Computer.
20.“Software Distribution License” means a separate agreement granting rights to reproduce, distribute and display Documents and Embedded Software Files (on platforms and file formats which are not covered by the App Service), created pursuant to this Agreement.
21.“Term” means the period commencing on the Effective Date and, subject to the termination provisions set forth in Paragraphs 10.1 and 10.2 of this Agreement:

1. with respect to the rights granted in Paragraph 2.1(c), shall conclude on the date Licensee’s subscription to the Webfont Service, and/or App Service, as applicable, expires or is terminated or cancelled; and

2. with respect to all other rights granted in Paragraph 2, shall be perpetual.

22.“Trademarks” means the names of Licensor and the Licensed Software set forth on the applicable Order Document(s).
23.“Typefaces” means the typefaces designed, developed and owned by Licensor, that are rendered by the Licensed Software.
24.“Webfont Service” means the Cloud.typography service, offered by Licensor, which allows subscribers to use Typefaces as webfonts, in connection with proprietary systems and software provided by Licensor, pursuant to a separate agreement.
25.“Web Server” means a Computer used to serve web pages.

2. Grant of License.

1. Subject to the terms of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, revocable license, without the right of sublicense to do the following:

1. Installation and Archival Copy. On one (1) or more Permitted Computers, as specified on your applicable Order Document(s), (i) install the Licensed Software so that a Licensee Party may display the Typefaces, in whole or in part, solely on such Permitted Computer(s), and (ii) make one (1) backup copy of the Licensed Software for archival purposes only.

2. Additional iOS Device Installation. In addition to the Permitted Computer(s) specified on Licensee’s Order Document(s), Licensee may, at no additional charge, install the Licensed Software so that a Licensee Party may display the Typefaces, in whole or in part, on up to five (5) additional Computers which (i) use Apple’s iOS 7 operating system (or any subsequent iOS releases that permit installation of the Licensed Software) and (ii) are owned or controlled by Licensee (each an “iOS Device”). Licensee may only exercise this right by visiting Licensor’s website using the iOS Device(s) in question, and using the iOS installation tool provided on Licensee’s order history page.

3. Webfont Service; App Service. Only if Licensee is a current subscriber, in good standing, of (i) the Webfont Service, use the Typefaces in connection with the Webfont Service (via proprietary systems and software provided to Licensee by Licensor),; and (ii) the App Service, reproduce, distribute and display certain Embedded Software Files identified to Licensor using the App Service on the platforms covered by the App Service, each as specified on the attached Order Document(s). For clarity, the Licensed Software may not be placed on a Web Server.

4. Image Files. Create, reproduce modify, display and distribute Image Files, using the Permitted Computer(s). All Image Files created pursuant to this subparagraph must not be used in conjunction with any software that, when combined with the Image File, could emulate the functionality of the Licensed Software.

5. Embedded Software Files. Create and modify Embedded Software Files, using the Permitted Computer(s). Licensee is also permitted to reproduce, distribute and display Non-Commercial Documents without obtaining an additional license. For clarity, except for Non-Commercial Documents, no right to reproduce, distribute or display any Embedded Software Files is granted by this license. In order to reproduce, distribute or display an Embedded Software File created pursuant to this Section that is not a Non-Commercial Document,Licensee must subscribe to the App Service, or obtain a Software Distribution License, or another license as specified by Licensor. Please visit typrography.com/apps to subscribe to the App Service, or contact Licensor at licensing@typography.com if you require these additional rights. All Embedded Software Files created pursuant to this subparagraph must comply with all of the following: