Important
Please, carefully read the terms and conditions of this
agreement before downloading, installing, and any use of the
fonts and/or font files, provided by the licensor, or gaining
access thereto. The copyright law protects the fonts and font
files. Any violation of this agreement shall entail liability
set forth by the laws of the Russian Federation. You
acknowledge that you have read and understood this agreement
and its terms and conditions, that you have accepted them and
agreed to be bound by them. If you do not intend to commit to
the terms and conditions of this agreement, you should
interrupt the process of downloading and/or installing, and
immediately stop and hold off in the future from any attempts
to gain access to the fonts or font files and from any use
thereof as well as you should delete all and any copies of the
fonts and font files you have available.
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Terms and definitions
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‘Website’ is a set of logically
interconnected web pages, an array of linked data that
has a unique Internet address and is perceived by a user
as a whole.
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‘Licensor’ is ‘Type Today’ Limited
Liability Company, established in accordance with the
laws of the Russian Federation (TIN (ИНН) 7730706289,
State registration number (ОГРН) 1147746520294).
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‘Licensee’ means an individual or legal
entity who acquires the rights to use the Font and/or
the Font File and is an end user thereof. The Licensee
may not be a distributor, agent, commercial
intermediary, dealer, manufacturer of original equipment
containing fonts, or any other wholesaler.
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‘Personal Use’ means the use of the
Font File for the Licensee’s internal purposes, with no
right to distribute, replicate and transfer the rights
to the Font File to third parties. The Personal Use also
includes the use of the Font Files by persons working in
the Licensee’s company both under employment contracts
and those involved by him/her under civil law contracts
(hereinafter referred to as the
‘Licensee’s Employees’).
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‘Payer’ is a person who make payments
for the granted rights to the Font and/o the Font File
for the benefit of the Licensee. If the Payer and the
Licensee are different persons, the Payer shall
guarantee that there is a legally valid agreement with
the Licensee for the payment of a license fee for the
granted rights and obtaining the Font and/or the Font
File for the benefit of (on behalf of) the Licensee. The
absence of such an agreement shall not oblige the
Licensor to refund the money paid. If the Payer and the
Licensee are different persons, the Payer shall not be
entitled to use the Font and/or the Font File and, as
the Licensee’s representative, he/she shall be only
entitled to receive (download) the Font File and
transfer it to the Licensee with the subsequent deletion
of all copies of such Font Files at all his/her offices
and quarters.
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‘Server’ is a computer software or
other Device that makes its functionality available to
other software or users’ Devices in order to provide
such users with access to certain resources or objects.
‘Web Server’ is a Server that makes its
functionality available to other software or users’
Devices via HTTP, HTTPS and other protocols for data
transmission on the Internet and the distribution of web
pages.
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‘Device’ means any electronic device,
which provides playing the Font File, including a
desktop personal computer, laptop, smartphone, etc.
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‘Font’,
‘Fonts’ equally mean, as the context
may require, a graphics product, which is a well-ordered
stylistic and compositional system of a certain pattern
of letters, numbers, orthographical and other characters
(hereinafter referred to as the
‘Font Characters’), embodied in a
digital or other physical form (computer software) that
allows playing thereof via a computer and other
electronic devices (hereinafter referred to as the
‘Font File’). The Font includes any
updates and upgrades, enhancements, modifications, new
versions or supplements to the Font available to users
on the Licensor’s website on the Internet.
Notwithstanding the foregoing, the Licensor shall be
under no obligation to provide any updates and upgrades,
enhancements, modifications, new versions or supplements
to the Font.
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Subject matter of the agreement
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Hereby the Licensor shall grant to the Licensee, and the
Licensee shall accept, a limited and ordinary
(non-exclusive) license to use the Fonts and Font Files
in such a way as permitted by this Agreement
(hereinafter referred to as the
‘License’).
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The License shall be granted:
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without the right to transfer, wholly or partially,
on the terms of sublicensing or assignment to third
parties;
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for the entire duration of the exclusive rights
to the Fonts and Font Files.
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The names of the purchased Fonts, their styles, the
amount of the license fee and other individual options
of the License shall be determined in the appropriate
sales receipt/invoice issued by the Licensor towards the
Licensee pursuant to the Licensee’s application
generated through the functions of the Licensor’s
website (type.today) (hereinafter referred to as the
‘Invoice’). The Invoice is an integral
part of this Agreement and may contain individually
agreed terms and conditions in regard to the rights and
obligations of the Parties under this Agreement.
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The WOFF, WOFF2, TTF format files shall be provided as
the part of the License, and in some cases the EOT, SVG
format files may be provided as well (please, check
before purchasing).
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Permitted use
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The Fonts are protected by the laws of the Russian
Federation as graphics products, and the Font File is
protected as a computer software.
Any use of the font and the font file, except
as expressly permitted in this agreement,
is prohibited and requires obtaining an additional
license.
For obtaining additional rights, please contact us via
email at info@type.today.
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The following rights with respect to the Font shall be
granted to the Licensee:
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the right to reproduce images of the Font Characters
when designing the Websites within the limitations
stipulated by this Agreement;
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the right to publicly display images of the Font
Characters on the Websites within the limitations
stipulated by this Agreement;
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the right to make images of the Font Characters on
the Websites available to the public within the
limitations stipulated by this Agreement.
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The Licensee shall be entitled to use the Font subject
to the following conditions:
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The Font shall not be used via the techniques, which
copy the Font File to the Website Visitor’s Device,
such as sIFR, Cufon or Typeface.js. The Licensee
shall be entitled to use the Font for designing the
Website, in particular, using the @font-face
mechanism;
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The Font shall be used only on the Websites whose
domain names belong to the Licensee (or another
person that has been agreed between the Licensee and
the Licensor) and are specified in the Invoice. The
Licensee shall be obliged to specify a domain name
when acquiring the License. If the domain name has
not yet been determined when acquiring the License,
then the Licensee shall undertake to inform the
Licensor of the name by e-mail info@type.today prior
to the provision of public access to this Website;
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The Font may only be used in such interactive web
applications that provide the Website visitors with
an opportunity to input or edit texts formed with
this Font, but only if such application does not
allow the user to use the Font outside the Website;
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the total monthly number of unique visitors (visits
per month) or views (views per month) of the
Website, on which the Font is used, must not exceed
the quantitative limits agreed upon when concluding
this Agreement. If this limit is exceeded within any
3 (three) months from the date of payment for the
License, the Licensee shall be obliged to purchase
an additional license or stop using the Font.
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The following rights with respect to the Font File shall
be granted to the Licensee:
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the right to record and reproduce on the Web Server,
which makes the Font File available to the Web Site.
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Limitations on the use of the Fonts and/or the Font
Files by the Licensee:
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Copies and modifications of the Font and/or the
Font File.
The Licensee shall be entitled to make only 1 (one)
copy of the Font File solely for the backup or
archiving purposes. The Licensee shall not be
entitled to perform reverse engineering,
decompiling, to make attempts to modify or fetch the
source code of the Font File, to disassemble,
digitize or otherwise convert the Font and/or the
Font File as well as to instruct third parties to
perform the above-mentioned actions. The Licensee
shall not be entitled to modify or adapt the Font
File.
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Altering of the Font and/or the Font File.
Unless otherwise expressly agreed by the Parties in
the Invoice, the right to alter the Font and/or the
Font Files shall not be granted to the Licensee.
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Distribution and transfer of the Font and/or the
Font File to third parties.
The Licensee shall not be entitled to sublicense,
lease out, rent out, hire out, assign, sell or
temporarily transfer his/her rights in respect of
the Font and/or the Font File, unless otherwise
expressly agreed by the Parties in the Invoice. The
Licensee shall not be entitled to place copies of
the Font and/or the Font File in information and
telecommunications networks, either as a standalone
product, or in conjunction with other software
products, or embedded in documents in such a way
that they are available for downloading or other use
by third parties, irrespective of whether such
distribution is commercial or not. The Licensee
shall be obliged to provide adequate protection
against unauthorized access and copying of the Font
and/or the Font File by third parties.
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Representations and warranties
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The Licensor shall represent and warrant that the
copyright holders of the Fonts and the Font Files have
granted to the Licensor all rights to the Fonts and the
Font Files, required to grant the rights specified in
this Agreement to the Licensee.
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Except as expressly stated in Clause 4.1. of the
Agreement, the License in respect of the Fonts and the
Font Files shall be granted on an ‘as is’ basis and the
Licensor shall make no representations and warranties,
and assume no obligations with respect to the fact that:
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the Font and/or the Font File conforms to any of the
Licensee’s requirements or purposes;
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the Font and/or the Font File will be compatible
with the Licensee’s other hardware or software;
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the Font and/or the Font File will be free of any
defects and will function uninterrupted or
error-free.
The Licensor will, under no circumstances, be liable
towards the Licensee or any third party (whether under a
contract, because of a tort, including negligence, or on
any other grounds) for any direct, special,
consequential or indirect damages, including loss of
profit or savings, or business interruption as a result
of the use of the Fonts and/or the Font Files or the
failure to provide support services related to the use
of the Fonts and/or the Font Files, even if the Licensor
has been notified in advance of the possibility of such
damages.
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The Licensor shall not be obliged to provide any
technical support services under this Agreement. The
Licensee shall acknowledge the fact that the Licensor
has no express or implied obligations to announce or
provide any updates and upgrades, enhancements,
modifications, new versions or supplements to the Fonts
and/or the Font Files, and that this Agreement does not
give the Licensee any of the rights in regards to all of
the above-mentioned. In the event that the Licensee
encounters difficulties with the installation and
functioning of the Font and/or the Font File, the
Licensor shall be entitled to contact the relevant
copyright holder of the Fonts and/or the Font Files and
make every reasonable endeavors to provide the Font
and/or the Font File in such a format that will ensure
proper functioning of the Font and/or the Font File on
the Licensee’s Devices.
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The Licensor shall make no representations or warranties
other than those expressly stated in this Section 4
(‘Representations and warranties’) of
the Agreement.
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Liability
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Liability is incurred under the current legislation of
the Russian Federation for the use of the Font and/or
the Font File without a valid license agreement, beyond
the limits thereof, and for any other violation of the
exclusive intellectual property rights.
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If the Licensee violates any of the clauses contained
herein, the Licensor shall be entitled to unilaterally
terminate this Agreement. In this case, after receiving
the appropriate written or electronic notification from
the Licensor, the Licensee shall be obliged to destroy
all copies of the received Fonts and/or the Font Files
in his/her possession as well as to reimburse all
confirmed expenses and losses of the Licensor, including
loss of profits, which he has incurred as a result of
the violation by the Licensee of the terms and
conditions of this Agreement.
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In the event of reasonable doubt in regard to the proper
use of the Fonts and/or the Font Files by the Licensee,
the latter, upon the request of the Licensor or its
authorized representative, shall undertake to
documentarily prove within 30 (thirty) calendar days
that the use of the Fonts and/or the Font Files at the
time of the request complies with the terms and
conditions of the Agreement entered into between the
Licensee and the Licensor.
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Subject to the Licensee’s compliance with the terms and
conditions of this Agreement, the Licensor shall
guarantee compensation for the Licensee’s losses,
enforced by action (if there is a legally effective
court decision) as a result of a third party’s claim
filed due to the fact that the Font and/ or the Font
File, the rights to which were provided by the Licensor
to the Licensee in accordance with the terms and
conditions of the Agreement, violate any copyrights of
third parties; as well as in consequence of third
parties’ claims for losses directly related to the
violation by the Licensor of the representations and
warranties specified in Clause 4.1. of this Agreement
(hereinafter referred to as the
‘IP Protection Claims’). In this case,
only actual damages of the Licensee shall be subject to
compensation up to the applicable ‘Limit of Liability’,
as set out in Clause 5.7 of this Agreement.
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The provision on compensation for losses under the IP
Protection Claims is effective only if the Licensee
notifies the Licensor in writing of such existing or
possible requirements/claims within 5 (five) working
days from the date when the Licensee became aware or
reasonably should have become aware of the claim or a
threat of the claim. Such notice should contain all the
details of the claim known to the Licensee at the time
when it is sent (for example, the names of the Fonts,
ways of use thereof, the name and contact details of the
person filing the claim, and a copy of all
correspondence related to the claim). The notice should
be sent to the Licensor at the email address
info@type.today as well as in writing to the Postal
Address, specified on the Licensor’s website
(type.today), by registered mail with acknowledgment of
receipt or by courier service requiring the recipient’s
signature.
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The Licensor shall be entitled to undertake the
processing, settlement or defense on any lawsuits and
claims and in any legal proceedings to which this
provision on the compensation for losses applies. The
Licensee shall agree to cooperate with the Licensor in
the defense of such a claim and shall be entitled to
participate in any of the proceedings at his/her own
expense. The Licensor shall not be liable for any costs
incurred by or on behalf of the Licensee until such time
as the Licensor has the feasibility to review the
validity of the relevant lawsuit or claim.
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The maximum aggregate liability of the Licensor
(hereinafter referred to as the
‘Limit of Liability’) under the IP
Protection Claims under this Agreement is 100,000 (one
hundred thousand) rubles.
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Herewith, the Licensor shall not be liable in regard to
any IP Protection Claim that is based on or arises due
to:
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the unauthorized use, reproduction or distribution
of the Font and/or the Font Files by the Licensee in
violation of the terms and conditions of the
Agreement;
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any processing, modification or alteration of the
Font and/or the Font Files by the Licensee in
violation of the terms and conditions of the
Agreement;
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the use of the Font and/or the Font Files by the
Licensee in combination with any other software,
hardware, third parties’ data or other materials, if
the IP Protection Claim has not arisen when there is
no such use.
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Regarding any other claims of the Licensee arising under
or in connection with the Agreement, the Licensor’s
total liability towards the Licensee or towards any
other third party, on behalf of which the claim is
brought, arising out of or related to the use or
impossibility to use the Fonts and/ or the Font Files
(whether by virtue of a contract, tort or otherwise),
under any circumstances, cannot exceed the amount
actually received by the Licensor from the Licensee in
the payment for the cost of the License (license fee) as
specified in the relevant Invoice.
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Applicable laws and dispute settlement
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This Agreement shall be governed by and construed in
accordance with the laws of the Russian Federation,
without regard to its conflict of law principles.
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All disputes, disagreements or claims arising out of or
relating to the Agreement, including those relating to
the execution, violation, termination or invalidity
thereof, shall be subject to final settlement in courts
of the Russian Federation at the Licensor’s location.
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Coming into effect and validity
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This Agreement shall come into effect from the date and
time of acceptance by You (the Licensee) of the terms
and conditions thereof and the full payment of the
license fee on the relevant Invoice, or after the moment
You (the Licensee) have downloaded, installed, gained
access and started using the Fonts and/or the Font
Files, even if the terms and conditions of this
Agreement have not been explicitly accepted by You (the
Licensee) (whichever occurs first).
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This Agreement is valid for all the duration of the
exclusive rights to the Fonts and/or the Font Files. The
Licensor reserves the right to check the compliance with
the terms and conditions of this Agreement by the
Licensee.
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Miscellaneous
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This Agreement, jointly with any additional documents or
terms and conditions incorporated herein by reference,
constitutes the entire agreement between the Licensee
and the Licensor in regard to the Fonts and the Font
Files and supersedes any and all prior written and oral
proposals, representations or arrangements that may have
existed between the Licensee and the Licensor in regard
to the subject matter hereof.
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If any term, condition or provision of this Agreement is
acknowledged to be null and void, invalid or
unenforceable by any judicial or administrative
authority, such acknowledgement shall not affect the
validity or enforceability of the remaining terms,
conditions and provisions of this Agreement. To the
maximum extent permitted by law, a provision of this
Agreement shall be interpreted and enforced so as to
accomplish the primary purpose of the Agreement, and if
such interpretation and enforcement is impossible by
law, such provision shall be deemed excluded from the
Agreement.
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The Licensor shall be entitled to assign the rights and
obligations under this Agreement without any
restrictions. The assignment of the rights and
obligations under this Agreement by the Licensee shall
be allowed only if there is the prior written consent of
the Licensor.
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Hereby You (the Licensee) shall acknowledge that any
responses provided to You (the Licensee) by the Licensor
or its representatives in regard to any questions, which
You (the Licensee) may have regarding this Agreement or
the use of the Fonts and/or the Font Files licensed
under this Agreement, are solely intended for the
interpretation of this Agreement and does not constitute
legal advice or modification of the terms and conditions
of this Agreement.
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When concluding this Agreement, the Licensor relies on
the fact that the Licensee shall guarantee that he/she
is a bona fide counterparty; shall not pay, shall not
offer to pay or shall not approve the payment of any
monetary funds or valuables, directly or indirectly, to
any persons for exercising influence on the actions or
decisions of these persons in order to obtain any
improper advantage or for other improper purposes
(corruption practices); shall not legalize (launder) the
proceeds of crime; shall be outside the framework of
terrorist organizations, extremist organizations as well
as other organizations engaged in illegal activities. In
the event that the Licensor discovers the fact of
violation of this guarantee by the Licensee after the
conclusion of the Agreement, the Licensor shall be
entitled to terminate the Agreement acting unilaterally
and out of court in accordance with the procedure
established in Clause 5.2. of this Agreement.
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The Parties hereby confirm that the Licensor has
provided the Licensee with the opportunity to amend the
terms and conditions of the Agreement, the Licensee has
carefully read the terms and conditions of the
Agreement, has understood the essence thereof and
his/her rights and obligations under the Agreement, and,
accordingly, has fully accepted the terms and conditions
of the Agreement, taking into account the individually
agreed conditions specified in the Invoice (if any).
Each of the Parties has equally had the opportunity to
influence on the content of the Agreement, based on its
own reasonably understood interests.
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This Agreement is made in English and Russian. In case
of divergence in interpretation, the Russian version
shall prevail.