IB-Type
IB-Type

License Agreement

November 1, 2014

PREAMBLE

IB Type Inc. (IB Type) sells licenses, not fonts. That's why we have this License Agreement (Agreement).

If you purchase a font license from IB Type, IB Type assumes that you know how to download and utilize a font file.

IB TYPE Inc. LICENSE AGREEMENT

This version of the License Agreement is in effect as of November 1, 2014.

IMPORTANT NOTICE: The IB Type Fonts and IB Type Font Files licensed under this Agreement and related documentation are the property of IB Type Inc. ("IB Type"), and are protected by international copyright and other intellectual property laws. Unauthorized downloading, installation and/or use of the IB Type Fonts and IB Type Font File is strictly prohibited.

This License Agreement ("Agreement") is an agreement between you and IB Type, and governs your installation and use of the IB Type Fonts and related files. This Agreement limits and excludes warranties and remedies regarding the IB Type Fonts and IB Type Font File, exempts IB Type and other persons from liability, specifies the jurisdiction for resolution of disputes, and contains other important provisions that you should read.

By downloading, installing or using any IB Type Fonts and/or any IB Type Font File, you acknowledge and signify that you have read, understood, and agreed to be bound by this agreement. If you do not unconditionally accept and agree to all of the provisions of this agreement, you may not download, install or use any of the IB Type Fonts or IB Type Font File.

  1. Definitions and Interpretation
    1. Definitions: You agree that for the purpose of this Agreement, the following terms shall have the meanings described below:

"Agreement":means this License Agreement;

"Authorized Computer(s)": means the number of Computers specified in Your Purchase Order;

"Computer": means desktop or laptop capable of downloading, installing and using the IB Type Font File (and, in the case of devices allowing use by multiple users, each individual user account on any such device) regardless of where the IB Type Font File is installed;

"IB Type Font": means the font(s) designed and developed by Ian Brignell and owned by IB Type and that are rendered by the IB Type Font File;

"IB Type Font File" means the computer program and related data licensed pursuant to this Agreement, the name(s) of which are listed in Your Purchase Order, which, when used on an Computer, generate the IB Type Font.

"User": means each individual user associated with a user account.

"Title": means every edition or issue of an e-publication. By way of example, each separate edition or issue of an e-textbook, e-newspaper, e-magazine or e-annual, e-textbook, report shall be considered a separate Title.

"Enterprise": means any user a) whose shares are publicly traded; and/or b) whose annual gross revenues exceed US$100 million.

"Purchase Order": means the order created when You enter into this Agreement, including the IB Type Fonts licenses purchased, Your payment information, the number of Authorized Computers, the applicable fees and any other relevant information;

    1. Interpretation: In this Agreement (a) a reference to "this Agreement" and other similar terms refers to this Agreement as a whole and not just to the particular provision in which those words appear; (b) headings or captions are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) "person" includes a natural person or individual, corporation, firm, partnership, joint venture, association, trust, unincorporated organization, society, government or governmental authority, or other judicial entity recognized by law; (d) "including" means including without limitation; (e) reference to a day, month, quarter or year means a calendar day, month, quarter or year unless the context indicates otherwise; (f) words importing the singular number only include the plural, and vice versa; (g) words importing either gender include both genders; (h) the words "discretion", "option", or any variations thereof used with respect to a Party mean that Party's sole, absolute and unfettered discretion or option; and (i) references to currency are to the lawful money of the United States of America. The Parties expressly agree that this Agreement and all related documents be drawn up in the English language.

  1. Age Requirements: 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 clicking below, you are representing and warranting that both (i) and (ii) above are correct.
  1. Desktop License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, and provided you are not an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to do the following:
    1. Download, install and use the IB Type Font File on one Authorized Computer, as specified in your Purchase Order, or, if you have selected an unlimited Desktop License, on all of Your business' Authorized Computers; unless you have selected an unlimited Desktop License, each Desktop License permits only one installation of one instance of the applicable IB Type Font File on one Authorized Computer for use by a single User;

    2. Make one backup copy of the IB Type Font File for archival purposes only;
    3. Use the IB Type Font File for simple web-related tasks, including making raster images or navigation elements to display on a website; and
    4. Embed the IB Type Font File in certain electronic documents including pdf, flash and Microsoft Office documents or multimedia files, provided however that the embedded file does not include the complete character set for the IB Type Font
  1. Enterprise Desktop License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, if you are an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement do to the following:
    1. Download, install and use the IB Type Font File on one Authorized Computer, as specified in your Purchase Order, or, if you have selected an unlimited Desktop License, on all of Your business' Authorized Computers; unless you have selected an unlimited Desktop License, each Desktop License permits only one installation of one instance of the applicable IB Type Font File on one Authorized Computer for use by a single User;
    2. Make one backup copy of the IB Type Font File for archival purposes only;
    3. Use the IB Type Font File for simple web-related tasks, including making raster images or navigation elements to display on a website; and
    4. Embed the IB Type Font File in certain electronic documents including pdf, flash and Microsoft Office documents or multimedia files, provided however that the embedded file does not include the complete character set for the IB Type Font.
  1. Web Font License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, and provided you are not an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to include the IB Type Font(s) in CSS Code for use as web fonts in live website documents.
  1. Enterprise Web Font License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, if you are an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to include the IB Type Font(s) in CSS Code for use as web fonts in live website documents.
  1. E-Pub License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, and provided you are not an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the full operating life of a Title, to embed the IB Type Font File in a single Title associated with a commercial electronic publication ("E-pub"), or if you have selected an unlimited e-Pub License, with an unlimited number of Titles.
  1. Enterprise E-Pub License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, if you are an Enterprise, IB Type hereby grants to You a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the full operating life of a Title, to embed the IB Type Font File in a single Title associated with a commercial electronic publication ("E-pub"), or if you have selected an unlimited e-Pub License, with an unlimited number of Titles.
  1. Mobile and Web Application License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, and provided you are not an Enterprise, IB Type hereby grants to you a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to do the following:
    1. Use the IB Type Font File in connection with one mobile and/or web application, or, if you have selected an unlimited Mobile and Web Application License, an unlimited number of mobile and/or web applications; unless you have selected an unlimited Mobile and Web Application License, each Mobile and Web Application License permits the use of the IB Type Font File with the development of only one (1) mobile and/or web application; and
    2. Use the IB Type Font File interactively as part of a dynamic interface in a mobile or web application or as part of a dynamic interface for a server-based program (including Flash or PHP/JAVA script programs), or include them as an element of a web browser-based program.
  1. Enterprise Mobile and Web Application License: Subject to the provisions of this Agreement, and the payment of the applicable License Fee, and if you are an Enterprise, IB Type hereby grants to you a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to do the following
    1. Use the IB Type Font File in connection with one mobile and/or web application, or, if you have selected an unlimited Mobile and Web Application License, an unlimited number of mobile and/or web applications; unless you have selected an unlimited Mobile and Web Application License, each Mobile and Web Application License permits the use of the IB Type Font File with the development of only one (1) mobile and/or web application; and
    2. Use the IB Type Font File interactively as part of a dynamic interface in a mobile or web application or as part of a dynamic interface for a server-based program (including Flash or PHP/JAVA script programs), or include them as an element of a web browser-based program.
  1. License Fees: In consideration for the rights granted to You hereunder, You agree to pay to IB Type the applicable license fee ("License Fee") as specified or referenced in Your Purchase Order as follows, and payable on the date You enter into this Agreement:

    1. Desktop License: priced per font x # of computers

      1. One font for one computer = US$50.00
      2. One font for unlimited # of computers = US $1200.00
    2. Enterprise Desktop License:

      1. One font for one computer = US $500.00
      2. One font for unlimited # of computers = US $12,000.00
    3. Web font License: priced by pageviews.

      1. One font, unlimited pageviews = US $250.00
    4. Enterprise Web font License:

      1. One font, unlimited pageviews = US$2,500.00.
    5. e-PUB License: priced per title:

      1. One font for One title = US$50.00
      2. One font for unlimited # of titles = US$1200.00
    6. Enterprise e-PUB License:

      1. One font for one title = US$500.00
      2. One font for unlimited # of titles = US$12,000.00
    7. Mobile and Web Application License: priced per application

      1. One font for one app = US$150.00
      2. One font for unlimited # of apps = US$800.00
    8. Enterprise Mobile and Web Application License:

      1. One font for one app = US$1,500.00
      2. One font for unlimited # of apps = US$8,000.00

LicenseFees are posted on our website, and are subject to change from time to time without notice. Changes to License Fees will not be applied retroactively to existing licensee. All amounts paid pursuant to this Agreement are non-returnable and non-refundable.

  1. Taxes: Fees are exclusive of all applicable federal, state, provincial and municipal sales, use, value-added, property, excise, import, foreign, withholding and other governmental taxes, duties, charges, levies, fees, excises, tariffs, and assessments of any nature whatsoever now or hereafter imposed (collectively, "Taxes"). You are solely responsible and liable for, and will pay and remit, all Taxes (other than corporate taxes payable by IB Type Inc.) associated with, based on or due as a result of the License Fees and all related interest, penalties and expenses.

  1. Permitted Uses: Subject to the terms and conditions of this Agreement, the licenses granted herein permit You to (a) create corporate logos, stationary, business cards, business forms, banners, tag lines for print or screen (with or without animation), build a website, set film credits, launch mobile applications, e-publish books, magazines and other publications; (b) make and sell products that exploit Your brand including company coffee mugs, t-shirts, bumper stickers, cards, and labels; (c) send the IB Type Font File to your service/pre-press bureau provided that you ensure that any IB Type Font File sent to Your service/pre-press bureau are deleted once the printing job is completed; (d) use the IB Type Font File with any software that supports the IB Type Font File including retail software (Microsoft, Adobe, Apple, etc.) and/or proprietary software that is owned or licensed by You or Your business; (e) create an unlimited number of impressions using the IB Type Font File.

  1. Restrictions: You may not, directly or indirectly: (a) use, disclose or provide or permit access to or use of the IB Type Font File and/or the IB Type Font except as expressly permitted in this Agreement; (b) license, sublicense, sell, resell, lend, lease, loan, pledge, share, transfer, assign, or otherwise give or make available or permit access to or use of the IB Type Font File and/or the IB Type Font by another person except as permitted in this Agreement; (c) alter, attempt to circumvent, destroy, obscure, conceal, or modify the IB Type Font File and/or the IB Type Font, or remove any notices (including trademark and copyright notices) and/or modify the name of an IB Type Font or rename an IB Type Font; (d) use any individual glyph(such as an ampersand sign, dollar sign or a single cap letter), or use an IB Type Font specimen , individual letters or numbers; (e) create three dimensional physical outputs of the IB Type Font File and/or the IB Type Font or glyphs within the font, including rubber stamp sets, magnetic alphabets, stencils, scrap booking alphabets, letter blocks, jewelry, and three-dimensional output devices including three dimensional printers, die makers, milling machines, moulds, injection moulds, metal stamping machines, and laser cutting machines; (f) make the IB Type Font and/or the IB Type Font File available for download through Your website or otherwise on the Internet, including by e-mail; (g) embed any IB Type Font and/or IB Type Font File except as expressly permitted in this Agreement; or (h) otherwise use the IB Type Font and/or the IB Type Font File in a way that would constitute a breach of this Agreement or that is not expressly permitted under this Agreement.

  1. Intellectual Property: The IB Type Font and the IB Type Font File and all related intellectual property rights are owned by IB Type and are licensed (not sold) for limited purposes to You. IB Type retains all rights, title and interests (including intellectual property rights) throughout the world in, to and associated with all copies of the IB Type Font and the IB Type Font File(s). The IB Type Font and the IB Type Font File(s) and related intellectual property rights are protected by intellectual property laws and treaties and other laws. You will not acquire any right, title or interest in, to or associated with the IB Type Font and/or the IB Type Font File pursuant to this Agreement or otherwise. All rights not expressly granted under this Agreement are reserved to IB Type.

  1. Trademarks: IB Type trademarks, including IB TYPE and all IB Type Font names, are registered and unregistered trademarks of IB Type. Any other trademarks are those of their respective owners. You do not have a license or right to use any of those trademarks. You may not modify any copyright or trademark notices embedded within IB Type Font files.

  1. Transfer of Rights: You may not sell, lease, sublicense, give or otherwise assign or transfer any rights, duties, or obligations granted to You under this Agreement, whether in whole or in part. Any sale, lease, sublicenses or other assignment, transfer or disposition of any rights, duties or obligations under this Agreement and any attempt to do so without the consent of IB Type will be void and of no force or effect.

  1. No Warranty: TheIB Type Font and the IB Type Font File are provided "as is" and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied, or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness, or title, all of which are hereby disclaimed by IB Type to the fullest extent permitted by law. You are solely responsible and liable for the selection of the right IB Type license(s) to achieve Your intended results. You use the IB Type Font and the IB Type Font File at your own risk and are solely responsible and liable for ensuring the accuracy of the information you enter into the Purchase order.

  1. Disclaimer of Liability: In no event and under no circumstances will IB Type, its directors, officers or shareholders, be liable to You or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage, arising from, connected with or relating to the IB Type Font and/or the IB Type Font File or this Agreement (including the termination of this Agreement) or otherwise, including loss of data, information, business, markets, savings, income, profits, use, production or goodwill, anticipated or otherwise, or economic loss. In no event and under no circumstances will IB Type's total aggregate liability to You arising from, connected with or relating to the IB Type Font, the IB Type Font File, their use, or this Agreement exceed the amount of License Fees actually paid by You for the relevant IB Type Font(s) during the twelve months preceding the alleged claim. This paragraph 18 applies to liability under any theory of law or equity (including contract, tort, strict liability) regardless of any negligence or other fault or wrongdoing by IB Type or any person for whom IB Type is responsible, and even if other remedies are not available or do not adequately compensate You for any losses, or IB Type knew or should have known of the possibility of the potential loss or damage being incurred.

  1. Term: This Agreement is effective as of the Effective Date and will continue in full force and effect until terminated in accordance with this Agreement.

  1. Termination:

    1. Termination for Convenience: IB Type may terminate this Agreement immediately by written notice to You upon failure by You to comply with the terms of this Agreement, including without limitation, if your use of the IB Type Font and/or the IB Type Font File exceeds the scope of the licenses granted in this Agreement.

    2. Termination by IB Type: IB Type may terminate this Agreement or suspend Your rights to use the IB Type Font and the IB Type Font File upon written notice to You if:

      1. You have materially breached any obligation under this Agreement and failed to cure the breach to IB Type's satisfaction within fifteen (15) days following receipt of notice of the breach;

      2. a person or user other than You has used the IB Type Font and/or the IB Type Font File licensed under this Agreement, using Your access rights or Your copy of any IB Type Font and/or IB Type Font File;

      3. You become bankrupt or insolvent, cease to conduct business in the ordinary course, take any step or proceeding available to You for the benefit of insolvent debtors, or are subject to a proceeding for liquidation, dissolution or winding up, or a receiver, receiver-manager, liquidator or trustee in bankruptcy is appointed in respect of all or substantially all of Your business and undertaking.

  1. Termination of Licenses: If this Agreement expires or is terminated for any reason: (a) any and all Licenses granted under this Agreement will terminate immediately and automatically, without any notice to You, and You will comply with Your obligations resulting from the termination of the Licenses as set forth in this Agreement; and (b) You will remain responsible and liable for all obligations and liabilities arising prior to the expiration or termination of this Agreement.

  1. Consequences of Termination: If a License expires or terminates for any reason, You will: (c) immediately cease using the IB Type Font and the IB Type Font File(s) that are subject to the License(s) granted; (d) promptly remove all copies of any IB Type Font Files from all computers and Authorized Computers on which they have been installed pursuant to the License(s) granted, and permanently delete and destroy all copies of the IB Type Font and the IB Type Font File; and (e) upon request by IB Type, permit IB Type to confirm that the IB Type Font and the IB Type Font Files have been properly removed from all computers and devices, and promptly deliver to IB Type a certificate of compliance signed by You or one of Your senior officers certifying that You have fully and faithfully complied with Your obligations under this paragraph.

  1. Waiver: You hereby waive any and all challenges to, or claims or defenses regarding IB Type's right to terminate this Agreement pursuant to the terms hereof.

  1. Reservation: In lieu of termination, IB Type reserves the right to (a) require that You immediately cease any unauthorized use in violation of the terms of this Agreement; and (b) assess additional fees for the unauthorized use.

  1. Cumulative Remedies: IB Type's rights and remedies under this Agreement shall be cumulative and not exclusive of any other rights or remedies provided hereunder or by law.

  1. General

    1. Survival: Notwithstanding any other provision of this Agreement, the following provisions of this Agreement and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the Parties thereafter: Section 1 (Definitions), Section 6 (Payment and Taxes), Section 8 (Restrictions), Section 9 (Intellectual Property), Section 10 (Trademarks), Section 11 (Transfer of Rights), Section 12 (No Warranty), Section 13 (Disclaimer of Liability), Section 16 (General), Subsection 15(c), Subsection 15(d), Subsection 15(e), Subsection 15(g).

    2. Notices: Except as expressly set forth in this Agreement, all notices to be given under this Agreement will be in writing and will be delivered by courier to a Party at the address set forth below the signature block or at other addresses as may from time to time be notified in writing by that Party pursuant to this paragraph 16. A notice delivered by courier will be deemed to have been received on the next business day following the date of delivery.

    3. Governing Law and Dispute Resolution: This Agreement will be governed by, and construed in accordance with, the laws of Ontario and the laws of Canada applicable in Ontario (excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods), which law is the proper law of this Agreement. Any dispute arising from, connected with, or relating to this Agreement, the subject matter of this Agreement, the expiration or termination of this Agreement, or any other matter will be resolved by the courts of Ontario sitting in the City of Ottawa, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the courts of Ontario sitting in the City of Ottawa for those purposes. Each Party irrevocably waives all rights to trial by jury.

    4. Assignment: This Agreement is binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns. You may not assign this Agreement without the prior written consent of IB Type, which consent may be withheld at the discretion of IB Type.

    5. Force Majeure: Notwithstanding any other provision of this Agreement, and except for the payment of money, neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to any cause or causes that are beyond that Party's reasonable control. Any delay or failure of this kind will not be deemed to be a breach of this Agreement by the defaulting Party, and the time for the defaulting Party's performance of the affected obligation will be extended by a period that is reasonable in the circumstances.

    6. Miscellaneous: The Parties are independent contractors, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the Parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose. No consent or waiver by a Party to or of any breach by the other Party of its obligations under this Agreement will be effective unless in writing and signed by both Parties. Except as expressly set forth in this Agreement, the Parties' respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which they may be entitled under this Agreement or at law or equity. In the event of any inconsistency or conflict between this Agreement and any other agreement or document pertaining to IB Type licenses, the provisions of this Agreement will take priority unless the document or agreement expressly states that it takes priority over specific provisions of this Agreement, in which case such document or agreement will take priority over the specified provisions but only to the extent of the inconsistency or conflict.

    7. Amendments: This Agreement may be modified only by a written instrument that is signed by both Parties or their successors or permitted assigns and expressly states that it is an amendment to this Agreement.

    8. Entire Agreement: This Agreement is the complete agreement between IB Type and You with respect to the IB Type Font and the IB Type Font File, and supersedes any and all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.