ADOBE OPENTYPE FONT DEVELOPER'S KIT ("FDK") LICENSE AGREEMENT
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NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE PACKAGE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: WARRANTY IN SECTION 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
In this Agreement, “Package” means the OpenType Font Developer’s Kit Software (hereinafter referred to as “FDK”), documentation, and related items. “Adobe” means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if Section 11 of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, Unit 3100, Lake Drive, City West Business Campus, Saggart D24, Republic of Ireland, a company incorporated in the Republic of Ireland and an affiliate and licensee of Adobe Systems Incorporated. “Developer Fonts” means the font software in OpenType format that You create using the FDK; and “Developer,” “You,” and “Your” refer to any person or entity accessing or using this Package.
Adobe grants You a non-exclusive, non-transferable, royalty-free license to use, reproduce, modify, and redistribute the items in this Package for the purposes of developing Developer Fonts. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the FDK except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the FDK with another software program, and you have first requested Adobe to provide the information necessary to achieve such operability and Adobe has not made such information available. Adobe has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Adobe or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein. Adobe is under no obligation to provide any support under this Agreement, including upgrades or future versions of the FDK or other items in this Package, to Developer, end users, or to any other party.
3. PROPRIETARY RIGHTS
You agree to protect Adobe’s copyright and other ownership interests in all items in this Package. You agree that all copies of items in this Package reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by Adobe in this Package. Adobe and/or its suppliers retain title and ownership of the items in this Package, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in this Package.
This License Agreement is effective until terminated. Adobe has the right to terminate Your License immediately if You fail to comply with any term of this Agreement. Upon any such termination, You must return all full and partial copies of the items in this Package immediately to Adobe.
5. DISCLAIMER OF WARRANTY
Adobe licenses the FDK, documentation, and related items in this Package to Developer only on an “AS IS” basis. With respect to items in the Package used in the development of Developer Fonts, Adobe makes no representation as to their adequacy for any particular purpose or to produce any particular result. Adobe shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of Developer Fonts. ADOBE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PACKAGE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ADOBE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of this Section 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement. Some states or provinces do not allow the exclusion of implied warranties so the above limitations may not apply to You. You may have rights which vary from jurisdiction to jurisdiction.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Adobe’s liability to you in the event of death or personal injury resulting from Adobe’s negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please contact Adobe’s Customer Support Department. Some states do not allow the exclusion or limitation of incidental, consequential, or special damages, so the above limitation or exclusion may not apply to You.
Developer agrees to indemnify, hold harmless, and defend Adobe from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from the use or distribution of Developer Fonts provided that Adobe gives Developer prompt written notice of any such claim, tenders to Developer the defense or settlement of such a claim at Developer’s expense, and cooperates with Developer, at Developer’s expense, in defending or settling such claim.
8. GOVERNMENT REGULATIONS
You agree that any Developer Program that includes any of the software items contained in this Package (i) will include in its license agreement a reference to applicable U.S. Government regulations which control licensing of software and (ii) will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if any part of the Package is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Package. All rights to use the Package are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
9. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of California, if a license to the Package is obtained when you are in the United States, Canada, or Mexico; or (b) in Japan, if a license to the Package is obtained when you are in Japan, China, Korea, R.O.C, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) in Ireland, if a license to the Package is obtained when you are in any other jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the courts of Ireland, when Irish law applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You may not assign Your rights or obligations granted under this Agreement without the prior written consent of Adobe. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Adobe, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of Adobe. It is expressly agreed that a breach of Sections 2 or 3 of this Agreement may cause irreparable harm to Adobe and that a remedy at law may be inadequate, therefore, in addition to any and all remedies available at law, Adobe will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation thereof. When conflicting language exists between this License Agreement and any other agreement included in this Package, this Agreement shall supersede. If either Adobe or Developer employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees. You acknowledge that You have read this Agreement, understand it, and that it is the complete and exclusive statement of Your agreement with Adobe which supersedes any prior agreement, oral or written, between Adobe and You with respect to the licensing to You of this Package. No variation of the terms of this Agreement will be enforceable against Adobe unless Adobe gives its express consent, in writing. signed by an authorized signatory of Adobe.
Adobe and the Adobe logo are either trademarks or registered trademarks of Adobe Systems Incorporated in the United States and/or other countries. OpenType is either a registered trademark or trademark of Microsoft Corporation in the United States and/or other countries.
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