>

 

 

Name *:
Email *:
Password *:
Password Confirm *:
Address Line 1 *:
Address Line 2:
Country *:
Phone *:
Website *:
Website URL *:
VAT Number For EU Companies:
Please read the YourFonts Reseller Agreement YourFonts Reseller Agreement Date of Last Revision: March 17, 2009 The terms and conditions set forth herein constitute the full and complete agreement between you ("Reseller" and "YOU") and High-Logic B.V. (doing business as and hereinafter referred to as "YourFonts") and with respect to your participation in the YourFonts Reseller Program ("Program"). The terms contained herein supersede and replace any other agreement or negotiation between Reseller and YourFonts whether oral, written, or otherwise including any statements made at any time. This agreement is effective and binding upon your acceptance of this agreement as indicated by your checking the "I agree" checkbox. You further agree that your continued use of this service constitutes your immediate acceptance of any changes, alterations, updates and/or amendments to this agreement. We last modified this agreement on the date set forth at the top of this agreement. 1. Reseller Eligibility 1.1 To be eligible for our Program, you must be either a person or a corporation, partnership, limited liability company or other formal legal entity existing under the laws of your local jurisdiction and enter into this agreement in that capacity. If you are an individual, you must be over the age of 18 by the date that you agree to the terms stated herein. 2. Reseller Rights and Obligations 2.1 Upon acceptance as a YourFonts reseller and subject to the terms set forth herein, you are hereby granted a limited, nonexclusive, nontransferable, revocable license to purchase font credits under the YourFonts reseller pricing structure for sole purposes of reselling fonts. The reseller pricing structure is subject to change. 2.2 Upon acceptance as a YourFonts reseller and subject to the terms set forth herein, you are hereby granted a limited, nonexclusive, nontransferable, revocable license to resell fonts according to the terms set forth herein. 2.3 Upon acceptance as a YourFonts reseller and subject to the terms set forth herein, you are hereby granted to use the reseller kit, as made available by us, for the sole purpose of making a production version for your own use. You may not use the reseller kit for other purposes, and you may not redistribute (parts of) the reseller kit without a written agreement with YourFonts. 2.4 You will at all times maintain the confidentiality of your reseller id, password, and reseller code and agree not to disclose this information to any third party. You assume all responsibility for any actions taken by any person via the use of your reseller id and password combination and/or your reseller id and reseller code combination. 2.5 As to your reseller customers you will be solely responsible for all services including but not limited to customer support and billing. 2.6 You agree at all times to comply with all International, Federal, State and local laws including those related to content, copyright, and trademark including but not limited to the DMCA. 2.7 All customer issues will be your responsibility. 2.8 You shall take no action which would cast in a bad light or otherwise harm the YourFonts name, brand or reputation. 2.9 The YourFonts Reseller API is subject to change at any time. It is your obligation to keep up to date as to the Reseller API. 2.10 You agree to keep and hold any customer information including credit cards, name, address, and telephone numbers secure and make no use of such information that is inconsistent with the YourFonts Privacy Policy. You agree to comply with all standards in the industry, laws and regulations related to Privacy and the protection of personal information as may be applicable. 2.11 As soon as a font is transferred from the yourfonts.com website, the ownership of the font is moved from YourFonts to the person who uploaded the data that resulted in the generation of the font. Reseller may only distribute the font to the customer. Reseller can never take ownership, and is not allowed to use the font except for the sole purpose of showing it as a preview to the customer. 3. YourFonts Rights and Obligations 3.1 Upon acceptance as a YourFonts reseller and subject to the terms set forth herein YourFonts will provide you with a reseller account. Once you have a reseller account you can purchase font credits in order to start reselling fonts to the public. 3.2 Limited customer service will be offered to you for the administration of your reseller account only. 3.3 Except as otherwise provided herein YourFonts will have no relationship with your customers directly. All customer issues will be your responsibility. 4. Reseller Fees 4.1 The first time a font is retrieved through the Reseller API, it costs one credit. Subsequent retrievals of the same font are free of charge. Reseller shall pay monthly maintenance charges of one credit. This maintenance fee is waived if one or more credits have already been deducted (e.g. one or more fonts have been downloaded and credited) from the reseller account during that month. YourFonts specifically reserves the right to institute, change, increase, any such fees at any time without notice. YourFonts further reserves the right to add additional features, limitations, restrictions or remove such features, limitations or restrictions without advance notice to you. YourFonts reserves the right to institute additional or different fees for new services or to charge for services presently included. Any such changes become effective immediately without advance notice by including them in the reseller control panel. 4.2 You are responsible to buy sufficient font credits to be able to download fonts for your customers. If you run out of font credits, you won't be able to retrieve fonts generated by your customers. 4.3 YourFonts reserves the right to change these prices without notice or offer subsequent promotional rates or add or remove products or product features or impose additional fees which may or may not be more favorable than the terms under which you entered this agreement. 5. Payment 5.1. You can buy font credits ("Credits") in bulk. If you download a font through the Reseller API one Credits will be deducted from your font credits balance. YourFonts accepts payment by PayPal. 5.2 Refunds. There are no refunds of any kind for the purchase of Credits. Notwithstanding the forgoing, YourFonts reserves the right to make a refund of any fee paid at any time without waiving its right not to issue such refund at any time. Such right shall be exercised by YourFonts and within its sole discretion. 6. Reseller Pricing 6.1 As a YourFonts reseller you are free to set your own prices for fonts generated and retrieved through the Reseller API. 7. Branding 7.1 Reseller Branding. You may brand your activities related to the Reseller API, including but not limited to your own online font generation service, as you wish except that you agree not to infringe upon the rights of any third party in doing so. You further agree that you will indemnify and hold YourFonts harmless of and from any claim, action or other demand for damages including but not limited to attorneys fees and costs of any kind including expert witnesses fees which are in any way related to your marketing, branding, advertising, publicizing or sale of your activities related to the Reseller API. 8. Required Terms of Sale 8.1 Compliance with Laws. You agree that as a specific condition of the sale of any customer resale font hereunder you will include in your terms and conditions or otherwise legally bind your customers to terms that require your customers to comply with all International, Federal, State and local laws including those related to content, copyright, and trademark including but not limited to the DMCA. 8.2 Disclosure of Customer Information. You agree that as a specific condition of the sale of any customer resale font hereunder you will include in your terms and conditions or otherwise legally bind your customers to terms that allow for the disclosure of your customers personal account information upon receipt of a court order or otherwise as is reasonable. 9. Taxes 9.1 As the reseller you are responsible for all sales taxes or other taxes that may be applicable to your sale. 10. Suspension and Termination 10.1 Suspension - At the sole option of YourFonts for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section 1 (Eligibility), YourFonts may suspend your account by deactivating any access by you to your Reseller Control Panel and/or Reseller API while maintaining the information and data related to your account upon the YourFonts server(s) for a reasonable period of time. Suspension shall specifically include the disabling of your reseller account, or any access to information or data related thereto. In the event of any such suspension you will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days the account may be terminated under paragraph 10.2. 10.2 Termination - This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the YourFonts server(s). Such information or data may or may not be made available to you by YourFonts after any such termination. This agreement may be terminated (a) at YourFonts sole discretion after a period of suspension as set forth in paragraph 10.1 or (b) by either party upon 15 days notice or (c) at YourFonts sole discretion if no fonts have been retrieved through the Reseller API during the past 12 months. 10.2.1. Upon any termination of this agreement, you will destroy all versions of the reseller kit and any other copies/derivative works in whatever form. Nothing contained in this paragraph shall reduce or otherwise affect the rights of YourFonts under this agreement. 10.3 In the event of termination there will be no refund provided to you of any remaining font credits or other fee. Termination shall not affect the rights of YourFonts to recover from losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney's fees or other costs of any kind as may be applicable under this agreement or otherwise under Dutch Law. 11. Ownership of Intellectual Property; Confidentiality 11.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of YourFonts including but not limited to the YourFonts Reseller Control Panel, Reseller API and Reseller Kit. You acknowledge that all right and title to any such YourFonts intellectual property shall remain the sole property of YourFonts and that you have no right, title or interest therein. You further agree not to provide access to the YourFonts Reseller Control Panel to any third party. You agree that you will not yourself and you agree that you will not to assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the YourFonts Reseller API or any other aspect of the YourFonts Program or other services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the YourFonts service shall also remain the sole property or YourFonts. 11.2 During the term of this agreement you may have access to certain information and materials relating to the YourFonts business, customers, software technology and marketing which YourFonts treats as confidential ("Confidential Information"). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the express prior written consent of YourFonts; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret. 12. Information Usage 12.1 You hereby consent and agree that as to any information which YourFonts may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, correspondence to or from YourFonts concerning you or your account, or other information which in YourFonts sole judgment is reasonable, YourFonts may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of YourFonts. 13. Notice 13.1 Any notice under this agreement shall be given by YourFonts to you via email at the address provided by you to YourFonts at the commencement of this agreement or as YourFonts is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so through your Reseller Control Panel. 13.2 Any notice by you under this agreement is effective only upon receipt by YourFonts and shall be made only in writing containing proper security information. Notice to YourFonts must be sent by postal mail to: High-Logic B.V. Attention: Legal Department, Tuinstraat 60, 3732VM, De Bilt, Netherlands. 14. Survival 14.1 Sections 1, 4, 5, 8 - 22 inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination. 15. Warranties and Limitations 15.1 YourFonts makes every reasonable effort to maintain operation of the YourFonts Reseller Program however because as many events and circumstances are beyond the control of YourFonts, YourFonts does not in any way warrant or otherwise guarantee the availability of the YourFonts Reseller API, or server(s) and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of YourFonts. 15.2 THE YOURFONTS RESELLER PROGRAM IS PROVIDED TO YOU ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 15.3 In general, YourFonts has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. YourFonts accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. YourFonts provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the YourFonts system. 15.4 You specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing. 15.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO YOURFONTS IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL YOURFONTS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES. 16. Indemnity 16.1 Use of Service. You agree to fully defend and indemnify and hold harmless YourFonts of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of YourFonts in any way related to your use of the YourFonts Reseller Program or any other aspect thereof. 17. Force Majeure 17.1 Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. 18. Assignment 18.1 This agreement and the rights hereunder are not assignable or transferable except that YourFonts may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of YourFonts. Any other attempted transfer or assignment of rights hereunder shall be null and void. 19. Severability 19.1 If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 20. Choice of Law 20.1 This Agreement and the legal relations between the parties hereto shall be governed by, and construed in accordance with, the laws of The Netherlands without reference to the conflict of laws principles thereof. 21. No Agency 21.1 Notwithstanding any other provision of this agreement, this agreement does not create any agency, employment, partnership, joint venture, franchise, or other special relationship between the parties. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
I agree to the YourFonts Reseller Agreement