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Automated Drafting Solutions Software License Agreement for FONTS and FONT supported programs.
(Note: We sell Automated Drafting Solutions Software and other software. You are bound by the license and warranties of the other independent software developers. Our license agreement is as follows:)
The Automated Drafting Solutions software (the "Software") is copyright 2008 by Automated Drafting Solutions, Inc.
By installing and using the Software you accept and agree to the terms of this License (the "License"). However, your are free to renegotiate this license agreement by contacting Harold Bowers at HLB@HLBTECH.COM and obtaining a new license duly signed and agreed upon by Automated Drafting Solutions, Inc.You will also be presented with a License Agreement when you install the software with which you must agree. If you do not agree with these terms and conditions, promptly de-install the Software and, if you paid for a License, contact your distributor or Automated Drafting Solutions, whomever you paid for the software, for a refund of the amount that you paid.
The term “Software” includes, and these terms and conditions also apply to, any updates, modifications and upgrades to the Software that you may receive from time to time.
Single User Font Software License Agreement
This is a contract between you and Automated Drafting Solutions Corp.(hereinafter “ADS”) This is not a contract for sale of BOTH font or font software (hereinafter “Software”), but a license to use Software subject to the terms and conditions of the Agreement. Please read the terms carefully. The Software you selected to license, is the property of ADS. The term “Software” includes any related documentation, updates and permitted copies of the Software licensed to you by ADS. As used in this Agreement, the term “ADS” means collectively Automated Drafting Solutions Corporation., its successors and assigns, its affiliated companies, its authorized distributors and resellers, and any third party which has licensed to ADS any or all of the intellectual property rights associated with the Software. You, on behalf of your employer or personally, agree as follows:
IMPORTANT READ CAREFULLY:
This ADS End-User License Agreement (EULA) is a legal agreement between you (either an individual or a single entity) and ADS for the ADS software product identified above, which includes computer software and associated media and printed materials (if any), and may include online or electronic documentation (SOFTWARE PRODUCT or SOFTWARE). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this Agreement, you are not authorized to install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE. This EULA grants you the following rights:
Use and Copy. You may only make copies of the SOFTWARE PRODUCT for backup and archival purposes. All rights not expressly granted are reserved by ADS. Upon payment of the nonrefundable license fee, ADS grants you a nonexclusive, nontransferable, limited right to use the Software for personal or internal business use by you on the permitted number of Licensed Computers at a single, physical location designated by you (the “Licensed Location”). The term “use” means to install and access the Font Software, and give commands (by keyboard or otherwise) followed by the Font Software. Portable computers may be included within the number of permitted Licensed Computers provided that such portable computers are primarily used at the Licensed Location. You may install the Software on a file server for use on a local area network located at the Licensed Location, provided that use of the Software is limited to those computers that are the Licensed Computers. For the avoidance of doubt, each computer that will access the Font Software on the network must be a Licensed Computer located at the Licensed Location. You may not install the Software on a file server that can be accessed via the Internet or other external network system by computers and printers not located at the Licensed Location, except by prior write license agreement by ADS. You may not duplicate or copy the Software except as needed to use it as expressly permitted by this Agreement. However, you may make 1 copy of the Software for backup purposes. All permitted copies you make must contain the exact copyright, trademark and other proprietary notices that appear on and/or in the Software.
2. RESTRICTIONS.
--You must maintain all copyright notices on all copies of the SOFTWARE PRODUCT.
--You may not distribute copies of the SOFTWARE PRODUCT to third parties.
--You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
--You may not sell, rent, lease or lend the SOFTWARE PRODUCT.
--You may not transfer any of your rights under this EULA.
--You agree not to make, or authorize or commission others to make, any additions, deletions or modifications to the fonts and/or software without the prior written consent ADS.
--You agree that any authorized customized fonts and/or software retain the original ADS copyright notice.
--You agree that the authorized customized fonts and/or software continue to be used in accordance with this agreement.
--You agree that the end user of any customized font and/or software purchases a user license for the appropriate number of printers and workstations.
--With the exception of documents produced for internal company use, it is prohibited for an electronic document OR a printed document to be distributed externally if it resembles a font sample (showing numerous characters from the font in sequential order: A-Z, a-z, 0-9, etc.) or has all or a large percentage of the characters from the font without any apparent reason for their inclusion in the text.
--You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
--You may not rename, edit or create any derivative works from the SOFTWARE PRODUCT, other than subsetting when embedding them in documents as permitted in this EULA.
3. TERMINATION. Your rights under this EULA terminate upon the termination of your Microsoft operating system EULA, or without prejudice to any other rights, ADS may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT.
4. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT and any copies thereof are owned by ADS or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. This software is copyrighted and contains intellectual property information protected by law. You are not allowed to make copies of the type faces or software and give them away. You may lend a copy of this software to any service bureau which you hire to output your film, paper or color proofs, provided that they do not use the typefaces for any purpose other than outputing your work. They may keep the fonts on file for use with future jobs on your behalf. You agree that if these fonts are opened in any type modification software, you may NOT alter fonts for your own specific design purposes, AND ALSO agree not save the adapted versions for the purpose of reselling them as new fonts or software.
5. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Automated Drafting Solutions Corporation/215 N Auburndale St/Memphis, TN 38112.
6. EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE PRODUCT to any country, person, entity or end user subject to U.S.A. export restrictions. You specifically agree not to export or re-export the SOFTWARE PRODUCT (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country;
(ii) to any end-user you know or have reason to know will utilize the SOFTWARE PRODUCT in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.
7. NO WARRANTY. To the maximum extent permitted by applicable law, ADS expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you.
8. LIMITATION OF LIABILITY. ADS's entire liability and your exclusive remedy under this EULA shall not exceed Five Dollars (US$5.00).
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
To the maximum extent permitted by applicable law, in no event shall ADS or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, or inability to use, this ADS product, even if ADS has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
10. EMBEDDING RESTRICTIONS.
Embedding of the Software is prohibited except as expressly provided in this section.You may embed the Software into electronic documents for use on computers that are NOT Licensed Computers, subject to the following restrictions: (a) the electronic documents are distributed in a secure format that allows only printing and viewing, and prohibits editing, selecting, enhancing or modifying the text; and (b) the electronic documents are for personal or internal business use. If you are unable to limit access to the document to “view and print” only, then the electronic document may not be used on computers that are NOT Licensed Computers. You may embed the Software into electronic documents for use on computers that are Licensed Computers provided that the electronic documents are for personal or internal business use. Without the purchase of an additional license, you may NOT otherwise embed the Software. For example and without limitation: (i) You may NOT embed the Software into your hardware, software or other products, such as, application programs, electronic games, e-books, kiosks, printers, etc.; (ii) You may NOT embed the Software into your web pages; and (iii) You may NOT embed the Software into electronic documents that permit editing, selecting, enhancing or other modifying of the text. . You will secure embedded documents against unauthorized use by any third party, as set forth herein. Under no circumstances will this License be construed to entitle you (or affiliates and clients), or assigns to broadcast embedded documents over public computer networks, including but not limited to publicly accessible pages on the WWW.
11. MISCELLANEOUS
This EULA is governed by the laws of the State of Tennessee, U.S.A if you acquired this product in the United States. If this product was purchased for use outside the United States, then local laws MAY apply. Should you have any questions concerning this EULA, or if you desire to contact ADS for any reason, please contact Automated Drafting Solutions Corporation/215 N Auburndale St/Memphis, TN 38112.
12. Intellectual Property Rights; No Modifications.
You acknowledge and agree that the Software and permitted copies, and the trademarks associated with the Software, are the intellectual property owned by ADS. You further acknowledge and agree that the structure, organization and code of the Software are valuable trade secrets and confidential information of ADS. The Software is protected by copyright including without limitation, by United States Copyright Law, international treaty provisions, and applicable laws in the jurisdiction of use.
You may not copy the Software except as provided under the "GRANT OF LICENSE" provision above. YOU AGREE THAT YOU WILL NOT MODIFY, ADAPT, TRANSLATE, ALTER NOR CREATE DERIVATIVE WORKS OF THE SOFTWARE. YOU FURTHER AGREE THAT YOU WILL NOT REVERSE ENGINEER, DECOMPILE, DECRYPT, DISASSEMBLE, NOR SEEK TO DISCOVER THE SOURCE CODE OF THE SOFTWARE. IF THE SOFTWARE CONTAINS EMBEDDING BITS THAT LIMIT THE CAPABILITIES OF THE SOFTWARE, YOU MAY NOT CHANGE OR ALTER THE EMBEDDING BITS. Notwithstanding, if applicable law in your jurisdiction permits you to decompile the Software, then you may only do so to achieve operability of the Software with another software program provided that you first request in writing that ADS provide the information necessary to achieve such operability and ADS has not made such information available to you subject to reasonable conditions.
You acknowledge and agree that the term “derivative work” includes code or data based upon or derived from the Software or any portion of the Font Software, in any form in which such code or data may be transformed, translated or adapted including, without limitation, code or data in any format in which the Software may be converted. You further acknowledge and agree that the following are examples of prohibited derivative works: (1) If the Software is Postscript font software, you may not convert the Software into Truetype, OpenType, or any other format existing now or in the future; (2) If the Software is TrueType font software, you may not convert the Software into Type 1, OpenType, or any other format existing now or in the future; (3) You may not create additional characters, accents, symbols or typeface weights (e.g. italics, extrabold, etc.) from the Software or any portion of it.
13. OMMITTED
14. Transfer; Service Bureaus.
You may not rent, lease, sublicense, distribute, lend nor transfer the Software, or any copy or portion of the Software, without ADS’s prior written consent. You may send a copy of the Software, or any portion of the Software, used in a particular document, to a commercial printer or service bureau to enable the editing or printing of such documents, provided that the commercial printer or service bureau has a valid license to use the Software. You may not sell, lease, sublicense, or otherwise assign any rights, duties or obligations under this agreement, in whole or in part, to any person or entity.
15. No Other Use.
You are granted only the rights expressly stated in this Agreement, and you may not use the Software for any other use. Without limitation, below are examples of uses that are NOT permitted under this Agreement and require purchase of a separate license from ADS: (1) You may not share the Software with other business entities (e.g. your advertising agency, dealer, subsidiary, parent company, service bureau, etc.); (2) You may not use the Software on more than the permitted number of Licensed Computers; (3) You may not use the Software at more than one physical location; (4) You may not change the name of the Software; (5) You may not embed the Software into your hardware, software, other products, or web pages; (6) You may not embed the Software into editable documents for use on computers that are not Licensed Computers; (7) You may not convert the Font Software into other formats (e.g. OpenType) or translate the Font Software into other platforms (e.g. UNIX).
16. Business or Organization End Users Only.
The term "internal business use" does not include use by: (a) individuals who are not your employees or authorized agents; or (b) your employees or authorized agents who are not using the Software on a Licensed Computer at the Licensed Location. You agree to notify your employees and authorized agents of the terms and conditions of this Agreement, and all such persons shall agree to be bound by this Agreement before they are given access to the Software.
If you are licensing the Font Software for business use, you further agree that, within 30 days of receipt of a written request from ADS, you will fully document and certify that use of any and all ADS software in your possession at the time of the request conforms with your license(s) from ADS. The Software is provided to you “AS IS” and you acknowledge that it may contain errors.
17. No Liability for Use and enforceablity.
Computer-Aided Design (”CAD”) software and other technical software are tools intended to by used by trained professional only. They are not substitutes for your professional judgment. CAD software and other technical software are intended to assist with product design and are not substitutes for independent design analysis, estimation or testing or product stress, safety and utility. This software has not been tested in all situations under which it may be used. ADS shall not be liable in any manner whatsoever for the results obtained through the use of the software. Persons using the software are responsible for the supervision, management, and control of the software. This responsibility includes, but is not limited to, the determination of appropriate uses for the software and the selection of the software and other programs to achieve intended results. Persons using the software are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the software. You agree to indemnify and hold ADS harmless against any cost, loss, liability, or expense (including attorneys’ fee) arising out of 3rd party claims against ADS and/or Harold Bowers (his heirs, assignees, relatives, or any relation thereof) resulting from your use of the Software and any claims based on the software. The prevailing party in any legal proceeding shall be entitled to recover its legal expenses, including but not limited to reasonable attorney’ fee and punitive damages. If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. No term or provision of this Agreement will be considered waived and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of or excuse of any other, different or subsequent breach. You agree that the Software and the Documentation will not be exported or re-exported in violation of any applicable export control laws and regulation, including without limitation the United States Export Administration Regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of ADS. This agreement and applicable documentation constitute the entire agreement between you and ADS and supersede any other previous or contemporaneous communications, agreements, representation, or advertising with respect to the Software and Documentation. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
18. CONFIDENTIALITY
Licensee shall take all reasonable steps to safeguard the Software from any unauthorized use, duplication, sublicensing or distribution. Furthermore, Licensee shall retain all Confidential Information furnished by ADS in connection with or derived from the Software in strictest confidence and shall not publish or disclose such Confidential Information at any time during the term of this Agreement or after its termination.
19. Multiple-User Licensing.
If you have purchased ADS fonts or software you are licensed to use them on the number of machines (computers) authorized by ADS. If you plan to install the font software on more than one computer, or if you plan to install the software onto a local area network so that it will be accessible to more than two computers, the purchase of a Multiple-User Licensing Fee is necessary. Calculating Multiple User Licensing Fee: Please contact ADS at sales@hlbtech.com, for assistance with calculating the Multiple User Licensing Fee. If you have paid this additional licensing fee, you may install this software and/or fonts on the number of computers you have paid licensing for, so long as these computers all belong to the company, which has paid this licensing fee. You are prohibited from providing this software to any other company or outside users, except where the other company will be using these fonts ONLY (not the editing software) exclusively for the preparation of a project on your behalf. While this is an exception to the rule for your convenience, it assumes that this will not be a frequent circumstance; regular outside contracts involving more than three external designers is NOT covered by this exception. Where this exception does apply, you agree to provide any such outside users with a copy of this agreement, and agree to inform them that they will be obliged to delete all copies of the fonts once the given project has been completed. Multi-CPU Pricing Schedule
This "base license" entitles licensee to install the font software on one (1) CPUs (or on one printer or other output device). Additional CPUs in multiples of 5 (or any fraction thereof) and each additional output device may be licensed at a discount that ranges from 50-70% of the base price. The following pricing schedule is used:
2-100 CPUs, 25% discount
101-200, 35% discount
201-500, 50% discount
over 500 CPUs: special pricing will be arranged
Note: the multi-user license is cumulative. Additional users may be added after the initial purchase and receive the benefit of an earned discounted rate, for example, 50% above 200 CPUs, but the initial licensed fee stands (i.e. 25% for the initial 100 CPUs). No refunds will be given.
To establish your multi-CPU site license or to discuss the particular licensing needs of your organization, please email ADS at sales@hlbtech.com
20. WAIVER
No waiver by either party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement.
21. Breach and Termination
This license is effective until terminated, but ADS reserves the right to terminate this license immediately if you fail to comply with any term of this license. Upon any such termination you will destroy the original and any copies of the font and cease all use of the trademarks. The termination of this agreement shall automatically, and without any further action ADS, terminate and extinguish this license. ADS reserves the right to make routine inspections of the fonts, to which end you agree to surrender the fonts to ADS, by e-mail, immediately upon receipt of written notice. Failure to comply with any of these terms after your initial use will constitute a breach of license, which will result in termination of the license and severe liability for damages.
This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, promises, representations and negotiations between the parties concerning the Software.
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