HVD Fonts Application Font License

The Fontspring/HP App Font End User License Agreement Brandon Grotesque App License 1.0.0 - August 7th 2013 DPSS CW14688 By downloading, installing and/or embedding the licensed font software “Brandon Grotesque” (family of 12 fonts) font from Fontspring ("Font") in any application software ("App"), the purchaser or designated licensee ("Licensee” or “HP”) agrees to be bound by the terms and conditions of this end user license agreement ("EULA"). This EULA, in conjunction with the receipt (“Receipt”) that accompanies each purchase from Fontspring or its distributors, constitutes the complete Agreement (“Agreement”) between the Licensee and Fontspring. This Agreement allows for using the Font within Apps with the following rights, requirements and restrictions: 1. Rights a. Licensee is granted an irrevocable, fully paid up, non-exclusive, royalty free, perpetual, worldwide license to use, reproduce, display, distribute, import and disclose the App Font for Licensee use. b. Licensee may embed the Font into Apps. c. Licensee may embed the Font into an unlimited number of copies of the App. d. Licensee may embed the Font into unlimited, subsequent versions of the App. e. Licensee may modify or convert the Font to improve the Font's appearance or performance in the App. 2. Requirements/Restrictions a. Font may be embedded into no more than the number of Apps specified in the Receipt. b. Font may not be redistributed with the App's source code. c. Font may not be installed in the operating system the App runs on. d. Font may not be embedded in application software considered a plugin, template, skin or theme. e. Font may not be embedded in an App that enables an end user to create custom typesetting with the Font. f. Font may be embedded in reports that the App saves or exports provided that the reports are not sold for profit. 3. Purchase Order Requirement FONTSPRING ACKNOWLEDGES AND AGREES THAT IT WILL NOT DELIVER SOFTWARE OR MAINTENANCE AND SUPPORT SERVICES TO HP OR INCUR ANY RELATED EXPENSES OR COSTS UNLESS AND UNTIL IT HAS RECEIVED A WRITTEN HP PURCHASE ORDER EXPRESSLY AUTHORIZING SUCH DELIVERIES, EXPENSES OR COSTS. FONTSPRING FURTHER ACKNOWLEDGES AND AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER, AND HEREBY IRREVOCABLY WAIVES ITS RIGHT TO PURSUE, ANY FEES, COSTS, LOSS OR DAMAGES FROM HP UNDER ANY LEGAL OR EQUITABLE THEORY IN CONNECTION WITH ANY DELIVERIES, EXPENSES OR COSTS MADE OR INCURRED PRIOR TO RECEIPT OF SUCH A HP PURCHASE ORDER. FONTSPRING FURTHER AGREES AND ACKNOWLEDGES THAT ABSENT A MUTUALLY AGREED AND WRITTEN AMENDMENT TO THIS PROVISION, THE FOREGOING SHALL BE TRUE NOTWITHSTANDING ANY REPRESENTATION, PROMISE OR INDUCEMENT, WHETHER ORAL OR WRITTEN, MADE BY ANY EMPLOYEE OR AGENT OF HP. NOTHING CONTAINED HEREIN, OR IN ANY AMENDMENT, ADDENDUM, OR OTHER AGREEMENT OF THE PARTIES, SHALL OBLIGATE HP TO ISSUE A PURCHASE ORDER UNDER ANY CIRCUMSTANCES. 4. Delivery Fontspring agrees to deliver the App Fonts electronically. 5. Payment Terms All valid invoices received by HP under this Agreement will be accumulated for a period from the 16th day of a calendar month to the 15th day of the following calendar month (“Accumulation Period”). HP will initiate payment for invoices collected during the Accumulation Period on the first HP business day of the month nearest to forty-five (45) days following the end of the Accumulation Period. No invoice may be dated or submitted earlier than the Delivery Date. Any agreed-upon prompt payment discount will be calculated from the date a valid invoice is received by HP. Payment will be in U.S. currency unless otherwise stated in the applicable purchase order. Payment will not constitute acceptance of deliverables or impair HP’s right to inspect. Acceptance shall be when HP deems the deliverables, sufficient to meet HP criteria and requirements (“Acceptance”). HP, at its option, and without prior notice to Fontspring, shall have the right to set-off or deduct from any Fontspring invoice, any credits, refunds or claims of any kind due HP. 6. Electronic Invoicing Unless otherwise directed by HP, Fontspring shall invoice HP electronically, at Fontspring’s sole expense. Fontspring is authorized to, and shall, submit such invoices and required information directly to HP’s authorized electronic invoicing contractor. Fontspring further understands that HP may utilize contractors, at HP’s sole discretion, to facilitate HP’s order and invoicing processes, and such use may entail disclosure of information about the Fontspring and the receipt and processing of any Purchase Order, invoice, or related documentation. Any such disclosure of information shall be under confidentiality obligations reasonably consistent with those agreed upon by HP and Fontspring. 7. Third parties and Transferability Licensee may temporarily provide the Font to a graphic designer, developer or other agent who is working on behalf of the Licensee, only if they agree to use the Font exclusively for Licensee’s work, agree to the terms of this Agreement, and retain no copies of the Font upon completion of the work. Licensee may not otherwise distribute the Font to third parties or make the Font publicly accessible except by embedding or linking in accordance with this EULA. 8. Terms Rights granted by this Agreement are perpetual. Fontspring will not charge additional fees post purchase, annually or otherwise. 9. Other Usage Licenses for desktop use, @font-face embedding, Ebooks and Epubs, product creation websites, website template distribution, website templates, and other uses not allowed by this Agreement may be available for an additional fee. Contact Fontspring at support@fontspring.com for more information. 10. Modifications Licensee may not modify the Font or create derivative works based on the Font without prior written consent from Fontspring or the owning foundry except to generate files necessary for embedding or linking in accordance with this EULA. 11. Copyright Licensee agrees that the Font is the exclusive property of the owning foundry and is protected by copyright and intellectual property laws. Licensee may be held legally responsible for any infringements on the foundry's rights caused by failure to abide by the terms of this Agreement. 12. Termination Licensee agrees that the Agreement shall automatically terminate, without notice from Fontspring or the owning foundry, if Licensee fails to comply with any provision contained herein. 13. Disclaimer and Limited Warranty Fontspring warrants the Product to be free from defects in materials and workmanship under normal use for a period of twenty one (21) days from the date of delivery as shown on Receipt. Fontspring's entire liability and Licensee’s exclusive remedy as to a defective product shall be, at Fontspring's option, either return of purchase price or replacement of any such product that is returned to Fontspring with a copy of the invoice. Fontspring shall have no responsibility to replace the product or refund the purchase price if failure results from accident, abuse or misapplication, or if any product is lost or damaged due to theft, fire, or negligence. Any replacement product will be warranted for twenty one (21) days. This warranty gives Licensee specific legal rights. Licensee may have other rights, which vary from state to state. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PRODUCT, IS PROVIDED “AS IS”. Fontspring MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The entire risk as to the quality and performance of the Product rests upon Licensee. Neither Fontspring nor the Foundry warrants that the functions contained in the Product will meet Licensee’s requirements or that the operation of the software will be uninterrupted or error free. FONTSPRING SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF FONTSPRING OR THE FOUNDRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Licensee. 10. Governing Law This Agreement is governed by the laws of the United States of America and the State of Delaware. APPROVED AND AGREED TO: LICENSOR __________________________ Authorized Representative __________________________ Printed Name /Title __________________________ Date HEWLETT-PACKARD-COMPANY __________________________ Authorized Representative __________________________ Printed Name /Title __________________________ Date