This end user licence agreement (“Licence”) is a legal agreement between you (“Licensee” or you”) and THE HONG KONG TYPE FOUNDRY LIMITED of Room 14C9, Fully Industrial Building, 6 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong (“Licensor”, “us” or “we”) for the Font Software (as defined in condition 1 of this Licence).
By downloading and installing the Font Software, you agree to be bound by the terms of this Licence. If you do not agree to any of the terms of this Licence, do not download, install, or in any way use the Font Software.
We license the use of the Font Software to you on the basis of this Licence. We do not sell the Font Software to you. We remain the owner of the Font Software at all times.
For this Licence, except where the context otherwise requires, the following expressions shall have the following meanings:
- “Documents” includes business cards, reports, presentation slides, essays, product packages, posters, pamphlets, books, magazines, CD album covers and accompanying printed materials, subtitles, posts on social media and messaging platforms;
- “Font Software” means the software accompanied by this Licence or for which you are about to purchase a licence, which, when used with the appropriate device(s) and together with the data provided with such software, generates typeface and typographic designs and ornaments. Font Software shall include subsequent updates and any other authorised modification and copy of the same;
- “Personal or Internal Business Use” means any use that is within the scope of your day-to-day activities or business by you and your immediate household members or authorised employees/agents on Workstation(s) owned or operated by or on behalf of you, and, excludes the supply of the Font Software (or the subset or derivative works of the Font Software) to any third party;
- “Warranty Period” means a period of 90 days from the date you obtain this Licence;
- “Workstation” means a central processing unit (CPU) or any hardware component in which you can give commands through keyboard or otherwise which are followed by the Font Software or implement the Font Software.
2. Grant and Scope of Licence, Minor Changes, Updates
- In consideration of you agreeing to abide by the terms of this Licence and subject to condition 3 below, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Font Software for your Personal or Internal Business Use on the terms of this Licence until terminated in accordance with this Licence.
- You may:
- install and use the Font Software only on 2 Workstations;
- embed the Font Software in Documents as rasterised representation or as a subset of the Font Software, provided that such Documents shall be distributed in a secured format with reasonable technical measures that ensure the recipient of the same can only view and print the text, but not edit the text or in any way extract the embedded Font Software without first obtaining a valid licence for the Font Software;
- make and provide a copy of the Font Software used or embedded in a Document to a commercial printer solely for printing such Document but not for modification of such Document or use of the Font Software for any other purposes; and
- make up to 1 back-up copy of the Font Software for archival purposes only, provided that you shall retain exclusive custody and control over such copies.
3. Restrictions and Undertakings
- Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Font Software or its documentation, except where such copying is incidental to normal use of the Font Software or where it is necessary for purposes permitted under conditions 2.2.2, 2.2.3, and 2.2.4;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Font Software nor permit the Font Software or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Font Software nor attempt to do any such things;
- to keep all copies of the Font Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Font Software;
- to include our copyright, trade mark and other proprietary information on all entire and partial copies of the Font Software in any form;
- not to provide, or otherwise make available, the Font Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code, access through cloud service solutions) to any person without prior written consent from us, unless as permitted in condition 2 above;
- to put in place reasonable measures and precautions to prevent unauthorised dissemination of, reproduction of, or access to the Font Software through any Workstation owned by you or operated by or on behalf of you;
- not to use the Font Software via any communications network or by means of remote access;
- in the event of change of Workstation, to immediately delete or remove the Font Software from the Workstation with which you no longer intend to use the Font Software, and download and install the Font Software on the Workstation with which you intend to use the Font Software from us or from an official distribution channel designated by us;
- not to register any trade mark or design which consists of the typeface or typographic designs or ornaments generated with the Font Software;
- not to use or embed the Font Software in any other software, mobile applications, webpage, or in any way convert, alter or modify the Font Software into CSS code or any other binary data for use in webpage design; and
- to comply with all applicable technology control or export laws and regulations.
4. Intellectual Property Rights
- acknowledge that all intellectual property rights in the Font Software throughout the world belong to us, that rights in the Font Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Font Software other than the right to use the Font Software in accordance with the terms of this Licence.
- You acknowledge that you have no right to have access to the Font Software in source code form other than as expressly provided in this Licence.
5. Representation and Warranty
- We warrant that:
- the Font Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in its documentation;
- its documentation correctly describes the operation of the Font Software in all material respects
Condition 5.1 does not apply:
- if the defect or fault in the Font Software results from you having altered or modified the Font Software; or
- if the defect or fault in the Font Software results from you having used the Font Software in breach of the terms of this Licence.
All conditions, warranties or other terms and representation not included in condition 5.1 which might have effect between you and us or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms and representation as to:
- satisfactory performance, results or quality;
- fitness for any particular purpose for which you obtain this Licence;
- merchantability of the Font Software;
- use of reasonable skill and care in producing and supplying the Font Software; and
- non-infringement of rights of third parties (including intellectual property rights).
6. Limitation and Exclusion of Liability
Limitation and exclusion
We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any other person) whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- special damage (even if we were or are aware of the circumstances in which such special damage could or can arise);
- loss of profits;
- loss of anticipated savings;
- loss of business;
- business interruption;
- loss of business opportunity;
- loss of goodwill; or
- corruption of data,
The total liability of us, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to the amount you have paid for this Licence (the “Licence Fee”), and, to the extent permitted by law, shall be discharged at Licensor’s sole discretion by: -
- refund of the Licence Fee, provided that you give us proof of payment; or
- repair or replace the Font Software, provided that you give us proof you have validly obtained this Licence and make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
- We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any other person) whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- Limitation period. Any claim made pursuant to this Licence shall be made within 30 days following the day you are aware that such right of claim has arisen.
The exclusions and limitations in conditions 5.3 and 6.1 shall apply to the fullest extent permissible at law, but we do not exclude liability for:
- death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
- fraud or fraudulent misrepresentation; or
- any other liability which may not be excluded by law.
- You acknowledge that the Font Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Font Software as described in its documentation meet your requirements.
- We may terminate this Licence immediately by written notice to you if you commit a breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must cease all activities authorised by this Licence; and
- you must immediately delete or remove the Font Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Font Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8. Communications Between Us
- If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to us at Room 14C9, Fully Industrial Building, 6 Tsun Yip Lane, Kwun Tong, Kowloon, Hong Kong. We will confirm receipt of this by contacting you in writing, normally by email.
- If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.
9. Other Important Terms
- Except as expressly provided in this Licence, our rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
- You agree to indemnify us and hold us harmless against any loss or damage which we may suffer or incur as a result of your breach of this Licence, including but not limited to loss of licence fee and the costs and expenses we may incur in preventing further breach of this Licence or unauthorised access to the Font Software caused by your breach of this Licence. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for your breach of the terms of this Licence. Accordingly, we shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Licence.
- We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- You may only transfer your rights or your obligations under this Licence to another person if we agree in writing or as permitted in this Licence.
- This agreement does not give rise to any rights to third partiesunder the Contracts (Rights of Third Parties) Ordinance (Cap 623) to enforce any term of this Licence.
- Each of the conditions of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- No variation of this Licence is effective unless we (or our authorised representatives) have agreed in writing with you.
- These terms are governed by TaiwanHong Kong law and any legal proceedings in respect of the Font Software or this Licence shall be brought in the TaiwanHong Kong courts only.