Save $5 sitewide with code 5OFF

1. Introduction.

1.1. THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND FONT KITCHEN (“LICENSOR”) FOR THE USE OF CUSTOM FONTS (“FONTS”) PROVIDED TO YOU WITH THIS AGREEMENT. BY INSTALLING, COPYING, OR USING THE FONTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR USE THE FONTS.

1.2. This EULA is subject to the Terms and Conditions found here: www.font-kitchen.com/toc.

2. Definitions

2.1. Authorized Platform.

"Authorized Platform" means the computer or operating system, or both, on which Licensee is authorized to use the Fonts pursuant to this Agreement. A list of the Authorized Platforms is set forth in Exhibit A, attached to this Agreement and incorporated by this reference. As used herein, the term "Authorized Platform" refers to all Authorized Platforms included on the aforementioned list.

2.2. Authorized Site.

"Authorized Site" means a location at which Licensee is authorized to use the Fonts. A list of the Authorized Sites is set forth in Exhibit B, attached to this Agreement and incorporated by this reference. As used herein, the term "Authorized Site" refers to all Authorized Sites included on the aforementioned list.

2.3. Fonts.

“Fonts” means the typeface designs, software, and any accompanying materials provided by the Licensor under an Agreement for custom fonts. Fonts may include, but are not limited to, TrueType, OpenType, PostScript, or other font file formats.

2.4. Licensee.

“Licensee” means the individual or entity that has legally obtained the right to use the Fonts provided by the Licensor.

2.5. License Fee.

“License Fee” means the fee to be paid by licensee to the licensor as consideration for the license under this Agreement and the right to use the Fonts.

3. Grant of License

3.1. Grant of License.

Subject to the terms set forth in this Agreement, Licensor hereby grants to Licensee a nonexclusive, nontransferable license in the Fonts, to use the Fonts exclusively for Authorized Platform and at the Authorized Site. Each license permits usage by a single user only, irrespective of whether the Licensee is an individual or a business entity. For business entities, each employee or independent contractor must obtain a separate license to use the Fonts. Licensor retains the right to embed the font files into PDFs, Word docs, and other client-editable files created by Licensor, while prohibiting users from sharing the installable font files.

3.2. License Restrictions.

Except as specifically granted in this Agreement, Licensor owns and retains all right, title, and interest in the Fonts and any and all related materials. This Agreement does not transfer ownership rights in any description in the Fonts or any related materials to Licensee or any third party. Licensee shall use, install, and render the Fonts operational only on the Authorized Platform at the Authorized Site. Licensee shall not modify, reverse engineer, or decompile the Fonts, or create derivative works based on the Fonts. Licensee shall not distribute the Fonts to any persons or entities other than the individual or entity to whom the license was granted. Licensee may not sell the Fonts to any person or engage in any other commercial use of the Fonts. Licensee shall retain all copyright and trademark notices on the Fonts and shall take necessary steps to protect Licensor’s intellectual property rights.

4. License Fee

4.1. License Fee.

In consideration for the License granted to Licensee under this Agreement, the Licensee shall pay licensor the License fee through a platform of licensee’s choice.

5. Licensor's Obligations

5.1. Deliverables.

Upon purchase of the Fonts, Licensor shall deliver the Fonts to Licensee in a format appropriate for the Authorized Platform at the Authorized Site.

5.2. Modifications and Updates.

Licensor shall provide Licensee with all modifications, bug fixes, and updates for the Fonts as necessary. However, Licensor has no obligation to provide Licensee with subsequent product releases or updates without licensee’s specific request.

6. Warranties, Disclaimer and Limitations

6.1. Warranties.

Licensor hereby warrants to Licensee that (a) Licensor is the owner of the or has the right to grant to Licensee the license to use the Fonts in the manner and for the purposes set forth in this Agreement without violating any rights of a third party.

6.2. Disclaimer.

THE WARRANTIES SET FORTH IN SECTION 6.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE FONTS ARE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

6.3. Remedies on Breach of Warranty.

In the event of any breach of the warranty set forth in Section 6.1, Licensee's exclusive remedy shall be for Licensor to promptly replace defective Fonts media; if Licensor is unable to replace the media within thirty (30) days of notification by Licensee of a defect, Licensee's sole remedy is a refund of any and all license or other fees paid by Licensee pursuant to this Agreement.

6.4. Limitation of Liability.

LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENSOR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

6.5. Limitations Period.

No action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement may be brought by either party against the other more than one hundred and eighty (180) days after the action accrues.

7. Indemnity

7.1. Infringement Indemnity.

Licensor indemnifies, defends, and holds Licensee harmless from and against any claims, actions, or demands alleging that the Fonts infringe any patent, copyright, or other intellectual property right of a third party. If use of the Fonts is permanently enjoined for any reason, Licensor, at Licensor's option, and in its sole discretion, may (a) modify the Fonts so as to avoid infringement; (b) procure the right for Licensee to continue to use and reproduce the Fonts; or (c) terminate this Agreement and refund to Licensee all license fees paid Licensor. Licensor shall have no obligation under this Section 7.1 for or with respect to claims, actions, or demands alleging infringement that arise as a result of (a) the combination of noninfringing items supplied by Licensor with any items not supplied by Licensor; (b) modification of the Fonts by Licensee or by Licensor in compliance with Licensee's designs, specifications, or instructions; (c) the direct or contributory infringement of any process patent by Licensee through the use of the Software; and (d) continued allegedly infringing activity by Licensee after Licensee has been notified of the possible infringement.

7.2. Other Indemnity.

Licensee is responsible and indemnifies and holds Licensor harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Licensee's use of the Software pursuant to this Agreement.

7.3. Condition to Indemnification.

Should any claim subject to indemnity be made against Licensor or Licensee, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Licensor will control the defense and settlement of any claim under Section 7.1 and Licensee will control the defense and settlement of any claim under Section 7.2. The indemnified party agrees to cooperate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.

8. Liquidated Damages

8.1. Liquidated Damages.

If Licensee breaches any of its obligations under this Agreement, Licensee shall pay to Licensor an amount equal to $10,000. The parties intend that the Liquidated Damages constitute compensation and not a penalty. The parties acknowledge and agree that the harm caused by a Licensee Breach to Licensor would be impossible or very difficult to accurately estimate at the time of contract and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Licensee Breach. Licensee’s payment of the Liquidated Damages is Licensee’s sole liability and entire obligation and Licensor’s exclusive remedy for any Licensee Breach.

9. General

9.1. Assignment.

Licensee may not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this Agreement without Licensor's prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.

9.2. Entire Agreement.

This Agreement, along with the Exhibits attached and referenced in this Agreement, constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.

9.3. Waiver.

This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

9.4. Notices.

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at hello@font-kitchen.com, if by e-mail, or at Font Kitchen, 354 N Colony Dr, Apt GA, Saginaw, Michigan 48638 if by conventional mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; (d) on the delivery date if transmitted by confirmed facsimile; or (e) on the delivery date if transmitted by confirmed e-mail.

9.5. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Each party irrevocably and unconditionally agrees that it will not bring any action, litigation, or proceeding against any other party in any way arising from or relating to this Agreement in any forum other than the courts of the state of Michigan sitting in Oakland County and any applicable Michigan appellate court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and agrees to bring any such action, litigation, or proceeding only in those courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9.6. Severability.

In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.

9.7. Dispute Resolution.

In the event of any dispute between the parties arising out of this Agreement, the dispute shall be resolved by negotiation. In the event the parties cannot agree upon negotiation, then the parties shall mediate the dispute

9.8. Attorney Fees.

In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.

Exhibit A

1. Authorized Platforms:

Desktop operating systems like Windows, MacOS, and Linux.
Mobile operating systems like iOS and Android.
Web browsers like Chrome, Firefox, and Safari.
Ebooks in formats such as EPUB, MOBI, and PDF.
Digital signage system sin public spaces like airports, shopping centers, and stadiums.
Video games in dialogue boxes, meus, and subtitles.
Embedded systems like kiosks, vending machines, and industrial control systems.
Presentation software like PowerPoint, KeyNote, and Google Slides.
Graphic design software like Adobe Illustrator, Photoshop, and InDesign.
Video editing software like Adobe Premiere Pro, Final Cut Pro, and iMovie.
Online advertising platforms like Google Ads and Facebook Ads.
Operating systems for wearables like Apple Watch and Fitbit.
Virtual and augmented reality platforms like Oculus and HoloLens.
Code editors and integrated development environments like Visual Studio Code and Xcode.
Chat and messaging platforms like Slack and WhatsApp.

Exhibit B

1. Authorized Sites:

Any sites.