Terms of service

Introduction

These Terms of Service (“Agreement”) govern use of the service provided at www.fontdeck.com (or any subdomain of such domain). In this Agreement “Service Provider” means Fontdeck, LLC., a Delaware company with offices located at 11830 W Market Pl Ste F, Fulton, MD 20759-2432 USA and “Client” means you, individually, the person logging in to use the System (defined below), and, if that person is making use of the System for the benefit of another person or entity, that other person or entity – for example, your employer or your client if you are a consultant and authorized to make use of the System for your client.

1. The System

1.1 Provision of System

Subject to payment of all fees and other amounts set forth in one or more orders for services, Service Provider will provide Client online access to the software service (the “System”) it provides with functionality described in, and under the other terms and conditions of, a work or service order (the “Services Order”), which may be provided in paper copy or electronically.

1.2 Use of System

1.2.1 For designers or developers

If the Client is a designer or developer and has purchased the developer license in a Services Order, during the term as specified in the Services Order, Client may use the System for the number of IP addresses or domains listed in the Services Order solely for testing or development purposes, with no right to use the System for live productive use on a live website.

1.2.2 For Website owners

If Client owns/controls a domain/website and has purchased a domain/website license in a Services Order, during the term as specified in the Services Order, Client may use the System on the domains/websites listed in the Services Order – such that any person browsing onto such domain/website will have access to the fonts provided through the System.

2. Client Obligations and Acknowledgements

Unless otherwise provided in the Services Order, Client shall be solely responsible for maintaining the strict confidentiality of all user names and passwords and secure access to all user names and passwords only to Authorized Persons.

3. Access and use rights

Client may use the System only in accordance with and subject to this Agreement (and the Services Order) and only during the period of time that Client has been authorized to use the System pursuant to the Services Order.

4. Ownership Acknowledgment

All rights and property interests, including but not limited to patents, copyrights, trade secrets, trademarks and other proprietary rights recognized under applicable law in or relating to the System and all modifications, adaptation, derivative works and enhancements thereto, are owned exclusively by Service Provider and/or its licensors, and all such rights not expressly granted herein are reserved to Service Provider. Notwithstanding the above, Service Provider shall not acquire through this Agreement any ownership interest in Personal Information or in any Client provided data or software or Client provided intellectual property rights.

5. Trademarks

No party will use in any manner the trademarks or servicemarks (“Marks”) of the other party without the express written permission of such other party, which consent may be withheld in the sole and absolute discretion of such other party. Notwithstanding the above, either party may publicly display, copy or reproduce the Marks of the other party solely in accordance with the purpose and intent of this Agreement or to meet its obligations hereunder or under the Services Order and Service Provider may identify Client as a user of the System; provided however that neither party shall alter, modify or revise any Mark of the other party without its written permission.

6. Unacceptable Uses

You may not (and covenant not to): (i) interfere with or disrupt the integrity or performance of the System or the data contained therein; (ii) infringe any patent, copyright, trademark or misappropriate any trade secret of any person or (iii) attempt to gain unauthorized access to (or exceed authorized privileges in respect of) the System or its related systems or networks.

7. Termination

[non refundable – done electronically] Term and Termination are as provided in the Services Order; provided that this Agreement shall automatically terminate without notice or a right to cure upon any party’s assignment for the benefit of creditors or any commencement by or against a party of any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.

8. Effect of Termination/Expiration and Post-Termination/Expiration Obligations

All rights to use the System shall immediately terminate upon termination or expiration of this Agreement; Upon any termination or expiration of this Agreement: each party shall immediately return to the other, or at such other party’s written election, destroy copies of, all of the other party’s Confidential Information (“Confidential Information” means in respect of Service Provider, the System, all software provided in connection with the System (including both source and object code) and discussions between the parties concerning such software, all user names and passwords for accessing the System, the documentation, all amendments, enhancements and derivative works to such software and/or materials; and in respect of both parties, it also means the terms and conditions of this Agreement, and information, that is of value to the Discloser and is treated as confidential). The party returning or destroying copies of such materials shall provide to the other party a signed written statement under oath certifying that it has returned or destroyed all of the other party’s Confidential Information and that such party does not retain in its possession any copies of the other party’s Confidential Information in hardcopy or electronic format. Notwithstanding the above, each party shall be permitted to retain for its records one archival copy of all Confidential Information solely for purposes of defense of such party in the event of subsequent litigation or third party claims arising out of or related to this Agreement, or compliance with applicable law. Such archival copy shall be destroyed on the earlier of the execution of a written release between the parties, or after six years from the effective date of termination. The confidentiality and security obligations of this Agreement shall survive termination and continue in perpetuity as to all such retained Confidential Information. Notwithstanding termination, Client shall remain responsible for payment of all fees and expenses incurred up to and including the effective date of termination. The provisions of Sections 2, 4, 5, 7 through and including 16 shall continue and survive in full force and effect to the extent so provided therein.

9. Non-Disclosure and Confidentiality

9.1 Disclosure and Confidentiality

Each party may disclose to the other Trade Secrets and Confidential Information of such party or of such party’s associated companies or customers. Recipient agrees to hold the Confidential Information disclosed by Discloser in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed or otherwise transfer such Confidential Information to any third party or utilize such Confidential Information for any purpose whatsoever other than as expressly contemplated by this Agreement. With regard to Trade Secrets, this obligation shall continue for so long as such information constitutes a Trade Secret under applicable law. With regard to Confidential Information, this obligation shall continue for the Term and for so long as Recipient maintains Confidential Information disclosed by Discloser. Each party shall keep confidential the terms and conditions of this Agreement, but may make general statements publicizing the fact that the parties have entered into this Agreement. Notwithstanding the above, upon prior written notice to Discloser, Recipient may disclose Discloser’s Confidential Information if, upon advice of counsel, such disclosure is required by a subpoena, court order or other compulsion of law (in which case Recipient will cooperate with Discloser to the extent reasonable to preserve the Confidential Information from public disclosure beyond that necessary in such proceeding).

9.2 Exceptions

The above confidentiality obligations shall not apply to Confidential Information if and to the extent that Recipient establishes that the information communicated: (i) was already known to Recipient, without obligation to keep such information confidential, at the time of Recipient’s receipt from Discloser, as evidenced by documents in the possession of Recipient prepared or received prior to such communication; (ii) was received by Recipient in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (iii) was publicly known at the time of Recipient’s receipt from Discloser or has become publicly known other than by a breach of the Agreement; or (iv) prior to Recipient’s disclosure of such information, such disclosure was consented to in writing by Discloser. Unless otherwise designated and unless falling under this paragraph, all information transmitted between the parties (other than Personal Information) shall be presumed to be Confidential Information.

9.3 Security Measures

Without limiting the obligations specified above, Recipient agrees to implement the following security steps in order to protect the confidentiality and security of Confidential Information of Discloser: (i) implement internal procedures to limit, control and supervise the use of Discloser’s Confidential Information; (ii) make Discloser’s Confidential Information available only to Recipient’s employees, agents and contractors who comply with the non-disclosure obligations set forth herein; (iii) notify Discloser in writing of any suspected or known breach of the obligations and/or restrictions set forth herein; and (iv) use those security procedures it uses for its own Confidential Information which it protects against unauthorized disclosure, appropriation or use, but not less than reasonable security procedures.

10. Personal Information

10.1 Privacy Policy

Service Provider has developed a policy for the System setting forth Service Provider’s procedures regarding its use and disclosure of Client Confidential Information and personal information (the “Client Information”). Service Provider shall provide Client with thirty (30) days prior written notice upon any material modification, amendment or supplement to the Privacy Policy. Notwithstanding anything herein to the contrary, Service Provider shall not be held liable for any improper use or disclosure of Personal Information by anyone not under Service Provider’s specific direction or control.

10.2 Use and Disclosure

Except as otherwise restricted by this Agreement or in a Services Order, Service Provider may use or disclose Client Confidential Information and Personal Information to provide services to Client solely for the following purposes: (i) to provide the services associated with the System to Client under this Agreement; (ii) for proper management and administration of Service Provider’s business or to carry out its legal responsibilities; provided that such disclosure is required by law or Service Provider obtains reasonable assurances from the person to whom disclosure is made that such information will be held confidentially and used or further disclosed only as required by law of for the purpose for which it was disclosed and such person notifies the Service Provider of any instances of which he/she is aware in which the confidentiality of such information has been breached; (iii) to provide data aggregation services relating to Client; and (iv) otherwise as permitted or required by applicable law.

11. Warranties and Covenants

11.1 Both Parties

Each party warrants and/or covenants that: (i) it has the power and authority to execute and deliver this Agreement and has taken all necessary corporate action to authorize the execution and delivery of this Agreement; and (ii) this Agreement is and shall be the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

11.2 Client

Client covenants that Client shall: (i) timely and fully perform its obligations under this Agreement; (ii) use the System in compliance with all applicable federal and state laws, rules and regulations; (iii) comply with all documentation provided by Service Provider; (iv) not alter, recast, revise, modify, translate, reformat, reverse engineer, compile, disassemble or decompile the System or any portion thereof; (v) make no representations to Authorized Persons or third parties regarding the System or Service Provider’s services that are not expressly authorized to be made in this Agreement; (vi) not use Service Provider’s Marks in any manner except as permitted under this Agreement; and (vii) cooperate with Service Provider in its provision of the System including providing such technical assistance and information as reasonably requested by Service Provider.

11.3 Disclaimer

OTHER THAN AS EXPRESSLY SET FORTH ABOVE, NEITHER SERVICE PROVIDER NOR CLIENT MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHETHER ORAL OR WRITTEN, AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ANY IMPLIED WARRANTY AGAINST INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING UNDER ANY APPLICABLE UNIFORM COMPUTER INFORMATION TRANSACTION ACT (INCLUDING BUT NOT LIMITED TO SUBTITLE 4 OF TITLE 22 OF THE MARYLAND ANNOTATED CODE COMMERCIAL LAW ARTICLE). THERE IS NO WARRANTY THAT THE SYSTEM OR ANY EFFORTS OR INFORMATION PROVIDED BY SERVICE PROVIDER WILL FULFILL ANY OF CLIENT’S PARTICULAR PURPOSES OR NEEDS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER SHALL NOT BE LIABLE FOR THE QUALITY OR ACCURACY OF INFORMATION PROVIDED BY CLIENT OR THIRD PARTIES FOR OR VIA THE SYSTEM NOR FOR ANY INACCURATE RESULTS DUE TO SERVICE PROVIDER’S PROCESSING OF ANY SUCH DATA. SERVICE PROVIDER MAKES NO GUARANTEE OR WARRANTY OF TIMELINESS OF DELIVERY OF THE SYSTEM TO, OR PROCESSING OF ANY INFORMATION OR DATA PROVIDED BY, CLIENT.

12. Indemnification

12.1 Both Parties

Each party agrees to indemnify, defend and hold harmless the other party, its subsidiaries, associated companies, employees and agents from and against any and all damage, liability, cost and expense (including reasonable attorneys’ fees) incurred as a result of a third party claim (including claims of Authorized Persons) arising from: (i) the willful misconduct of such party or such party’s employees or contractors; or (ii) such party’s material breach of any provision of this Agreement.

12.2 Exception and Notice

Neither party shall be liable to the other party to the extent that such other party has incurred any liability to a third party as a result of its own material breach of this Agreement, negligence or intentional misconduct. The obligations of each party to provide indemnification hereunder are contingent upon the indemnified party: (i) promptly notifying the indemnifying party in writing of any claim; (ii) giving the indemnifying party sole control over the defense and settlement of the claim, provided that any settlement contains the full release of the indemnified party; and (iii) reasonably cooperating in defense and settlement efforts.

13. LIMITATION OF LIABILITY

13.1.1

SUBJECT TO SECTION 13.3 BELOW: (i) CLIENT’S SOLE REMEDY IN THE EVENT OF A CLAIM AGAINST SERVICE PROVIDER FOR BREACH OF THIS AGREEMENT SHALL BE FOR SERVICE PROVIDER TO REPAIR, REPLACE OR OTHERWISE CORRECT THE SYSTEM; AND (ii) IN NO EVENT WILL SERVICE PROVIDER, ITS SUBSIDIARIES AND/OR ASSOCIATED COMPANIES, BE LIABLE TO CLIENT UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (iii) IN NO EVENT WILL SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES OR ASSOCIATED COMPANIES BE LIABLE FOR ANY DAMAGES OF ANY KIND TO ANYONE OTHER THAN CLIENT UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION.

13.1.2

SUBJECT TO SECTION 13.3 BELOW, IN NO EVENT WILL EITHER PARTY, ITS SUBSIDIARIES OR ASSOCIATED COMPANIES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES OTHER THAN THOSE AWARDED UNDER SECTION 15 OR 16.1), OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE SYSTEM OR ANY PORTION THEREOF, LOSS OF DATA, FALSE OR ERRONEOUS INFORMATION TRANSMITTED VIA THE INTERNET OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF SUCH PARTY, ITS SUBSIDIARIES OR ASSOCIATED COMPANIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

13.2 Exceptions

The limitations of liability set forth in Sections 13.1 and 13.2 above shall not apply: (i) where the party seeking the benefit of the limitation has engaged in willful misconduct; (ii) to claims that are actually covered by insurance, in which case such claims shall be limited to the actual insurance coverage less any deductible; or (iii) to claims made for material breach by a party of Section 9 (Confidential Information) of Section 10 (Privacy). Notwithstanding any other provisions no liability of Service Provider shall arise for failure to provide the System if due to any cause beyond Service Provider’s reasonable control.

13.3

No action arising out of this Agreement, regardless of form, may be brought by either party or any third party more than two (2) years after the date the cause of action accrued.

14. Reservation of Rights

Service Provider reserves all rights not expressly granted herein. Except as set forth in this Agreement, no express or implied license or right of any kind is granted to Client regarding the System. Except as expressly permitted herein Client covenants not to know, use, produce, receive, reproduce, copy, market, sell, distribute, transfer, translate, modify, adapt, disassemble, decompile or reverse engineer the System or any software comprised in the System, or to create derivative works based on, or obtain possession of any source code of, or technological material relating to, the System or any portion thereof. Service Provider expressly reserves the right to terminate an Authorized Person’s use of the System for default of the Terms of Use without terminating this Agreement and without liability to Client. Service Provider, Client, and their permitted successors or assigns, are the sole intended beneficiaries of this Agreement, there are no other intended beneficiaries of this Agreement, and no such unintended beneficiary or third party shall have the right to sue on or enforce this Agreement. The parties expressly agree that other Authorized Person’s are not intended beneficiaries of this Agreement. Without limiting the foregoing, Client shall not (except as expressly permitted in this Agreement) (i) license, sublicense, sell, resell, transfer, assign, distribute, provide as a service bureau or software-as-service or otherwise commercially exploit or make available to any third party the System in any way; (ii) modify or make derivative works based upon the System; (iii) create Internet “links” to the System or “frame” or “mirror” any content on any other server or wireless or internet-based device; or (iv) build a competitive product or service or build a product using similar ideas, features, functions or graphics of the System, or copy any ideas, features, functions or graphics of the System. Client shall not allow sharing of access credentials or access rights but may reassign such rights from time to time to new Authorized Persons who are replacing former Authorized Persons who have terminated employment or otherwise changed job status or function and no longer use the System.

15. Dispute Resolution

Except for solely equitable claims which may be pursued immediately and directly in court, all claims by a party for breach of this Agreement that are not resolved by mutual written agreement shall be settled by binding arbitration before a single arbitrator under the rules of the American Arbitration Association. The location of such arbitration shall be in Maryland, at a location determined by the arbitrator(s). The parties shall mutually agree on an arbitrator or if they cannot, the arbitrator shall be appointed under the rules of the American Arbitration Association. Arbitration may be commenced by either party by giving written notice to the other party that the dispute has been referred to arbitration under this Section. Any award rendered by the arbitrator shall be conclusive and binding upon the parties, provided that any such award shall be accompanied by a written opinion giving the reasons for the award. This Section shall be specifically enforceable by the parties and the decision of the arbitrator may be filed under the Federal Arbitration Act or any equivalent state arbitration act as an award of arbitration and shall be a judgment of record in such court; provided however, that either party may appeal the decision of the arbitrator as if such decision had been rendered by such court sitting without a jury, subject to all court rules and procedures for collection and stay of judgment. Each party shall pay its own expenses of arbitration and the expenses of the arbitrator shall be equally shared, subject to Section 16.1 below. In all cases each of the parties IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A DEMAND A TRIAL BY JURY of any claim arising out of or related to this Agreement or the performance or non performance of either party.

16. Miscellaneous

16.1 Applicable Law

This Agreement has been made, executed and delivered in Maryland. The parties mutually stipulate and agree that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and breach) to be exclusively construed, governed and enforced in accordance with the laws of Maryland and all applicable federal laws of the United States of America, as from time to time amended and in effect. The parties agree that the Uniform Commercial Code – Article 2 Sales, the United Nations Convention on Contracts for the International Sale of Goods, and the Electronic Signatures in Global and National Commerce Act shall not apply in any respect to this Agreement or the parties. In any litigation or arbitration between the parties, the prevailing party shall be entitled to reimbursement of its costs, and the court or arbitrator shall award, as costs, reimbursement of such party’s reasonable attorneys’ fees and other reasonable professional fees.

16.2 Relationship of the Parties

Except as expressly provided herein, nothing in this Agreement shall be: (i) deemed to constitute a partnership or joint venture between the parties or be deemed to constitute one party as agent of the other, for any purpose whatever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose; or (ii) construed as a limitation on the powers or rights of either party to carry on its separate businesses for its sole benefit, including and not limited to the ability to enter into similar agreements with third parties, and each party shall take no action, directly or indirectly, which may prevent or hinder the other party from fulfilling its obligations to third parties.

16.3 Relief

Each party acknowledges that any violation of the confidentiality, intellectual property of this Agreement will cause irreparable injury to the other party. Therefore, in addition to any other available remedies and damages, such other party shall be entitled to an injunction to restrain the violation thereof by the breaching party, its subsidiaries, agents, servants, employees and all personnel acting for or with it (without the requirement to post a bond or security). Nothing herein shall be construed as prohibiting a non-breaching party from pursuing any other available remedy for breach or threatened breach of this Agreement, including actual damages and reasonable attorney’s fees.

16.4 Assignment

Either party may assign this Agreement at any time without a fee and without the consent of the other party to a corporate successor in interest, acquiror or other entity that purchases or obtains substantially all of the assets or stock of such party, provided that such transferee agrees in writing to be bound by the terms and conditions of this Agreement in the place of such party. Except as set forth above, Client may not assign or delegate this Agreement without Service Provider’s prior written consent, which shall not be unreasonably withheld.

16.5 Notice

All written communications between the parties shall be sent by First Class Mail or recognized courier, properly prepaid and sent to the addresses specified in this Agreement, or by electronic mail or facsimile. All such communications shall be deemed received upon the earlier of: (i) actual receipt or actual delivery to the address specified in accordance with this Agreement; (ii) three days after notice is deposited in a proper mail receptacle; or (iii) upon receipt by the transmitting party of confirmation or answer-back (if delivery is by facsimile or electronic mail). By written communication, either party may designate different contact information for purposes hereof.

16.6 Entire Agreement; Amendments; order of preference

This Agreement may be signed in counterparts, each of which shall be deemed an original and which shall together constitute the entire Agreement. This Agreement, all documents referenced herein, any Order form, and all other written and signed agreements between the parties represent the entire understanding between the parties with respect to the subject matter hereof and supersede all other prior written or oral agreements between the parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and any other written and signed agreement, the agreement that is signed in original ink form shall control over this Agreement. Any waiver or modification of this Agreement will not be effective unless made in writing and signed by the authorized representatives of the parties. In the event of any direct conflict between the terms and conditions of this Agreement and any document referenced herein or any Exhibit, the terms of this Agreement shall control.

16.7 Force Majeure

If either party’s performance of this Agreement, other than the payment of monies, is prevented, restricted or interfered with by reason of Force Majeure, such party shall, upon giving prior written notice to the other party, be excused from performance to the extent of the Force Majeure, provided that the party so affected shall use its best efforts to avoid or remove the causes of Force Majeure, and shall continue performance hereunder with the utmost dispatch whenever the Force Majeure is removed. Notwithstanding the foregoing, if the Force Majeure continues for a period of one hundred eighty (180) calendar days or more, the unaffected party may, on written notice to the party affected, terminate this Agreement, and neither party shall have any further obligation to the other save for payment of all monies due and payable and for those provisions hereunder which survive termination of this Agreement.

16.8 Severability

If any provision hereof is declared invalid or unenforceable by a court of competent jurisdiction, then the meaning of that provision will be interpreted, to the extent feasible, in a way that renders it enforceable or valid. If no feasible interpretation is possible, the provision will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect.

Contact Us

If you have any questions or suggestions regarding our policies, please contact us by emailing rich@fontdeck.com, telephoning +44 (0)845 838 6163, or write to Fontdeck LLC, 11830 W Market Pl Ste F, Fulton MD 20759-2432, USA.